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Thu 3 Nov 2005, 14:30 Foschini Limited - Unaudited interim profit announcement
Foschini Limited - Unaudited interim profit announcement                        
Foschini Limited                                                                
Registration number 1937/009504/06                                              
Share codes: FOS-FOSP                                                           
ISIN"s: ZAE000031019 - ZAE000031027                                             
The following are the Foschini group results for the half-year ended September  
2005.                                                                           
This report has not been audited or reviewed by the company"s auditors.         
HIGHLIGHTS                                                                      
*  Turnover up by 20,8% to R 2,9 billion                                        
*  Profit before tax up by 30,9% to R 566,2 million                             
*  Headline earnings per share up by 28,8% to 175,1 cents                       
*  Interim dividend declared increased by 29,0% to 80 cents per share           
*  Sustained strong balance sheet                                               
CONSOLIDATED INCOME STATEMENT                                                   
26 weeks ended               year ended              
                      24.09.2005    25.09.2004          31.03.2005              
                      Unaudited     Unaudited   Change  Audited                 
                      Rm            Rm          %       Rm                      
Revenue               3 291,4       2 723,5             5 994,4                 
                      =======       =======             =======                 
Retail turnover       2 890,4       2 393,6     20,8    5 279,3                 
Cost of turnover      1 693,5       1 386,1             2 999,5                 
----------    ----------          ----------              
Gross profit          1 196,9       1 007,5             2 279,8                 
Interest received     286,9         233,4               488,9                   
(note 5)                                                                        
Dividends received    6,8           7,3                 14,3                    
Trading expenses      (892,5)       (791,6)             (1 578,2)               
(note 6)                                                                        
                      ----------    ----------          ----------              
Operating profit      598,1         456,6               1 204,8                 
before finance                                  31,0                            
charges                                                                         
Net finance charges   31,9          24,0                58,4                    
----------    ----------  ------  ----------              
Profit before tax     566,2         432,6       30,9    1 146,4                 
Income tax expense    182,7         135,8               368,6                   
                      ----------    ----------  ------  ----------              
Profit for the period 383,5         296,8       29,2    777,8                   
                      ========      ========    =====   =======                 
Attributable to:                                                                
Equity holders of     374,3         291,7               767,0                   
Foschini                                                                        
Minority interest     9,2           5,1                 10,8                    
                      --------      -------             -------                 
Profit for the period 383,5         296,8               777,8                   
==========    ==========  ======  ==========              
RECONCILIATION OF ATTRIBUTABLE INCOME TO HEADLINE EARNINGS                      
Profit attributable   374,3         291,7               767,0                   
to equity holders of                                                            
Foschini                                                                        
                      --------      --------            --------                
Headline earnings     374,3         291,7               767,0                   
                      ========      ========            ========                
EARNINGS PER ORDINARY SHARE (CENTS)                                             
Basic                 175,1         135,9       28,8    359,6                   
Headline              175,1         135,9       28,8    359,6                   
Diluted (basic)       172,6         134,9               351,1                   
Diluted (headline)    172,6         134,9               351,1                   
DIVIDEND PER ORDINARY 80,0          62,0        29,0    164,0                   
SHARE (cents)                                                                   
DIVIDEND COVER        2,2           2,2                 2,2                     
(times)                                                                         
CONSOLIDATED BALANCE SHEET                                                      
                              Sept. 2005   Sept. 2004   March 2005              
                              Unaudited    Unaudited    Audited                 
Rm           Rm           Rm                      
ASSETS                                                                          
Non-current assets                                                              
Property, plant and equipment 536,7        413,8        473,4                   
Goodwill                      28,6         28,6         28,6                    
Preference share investment   200,0        200,0        200,0                   
Loans                         6,1          7,9          6,6                     
Private label card            76,6         50,1         60,1                    
receivables                                                                     
Loan receivables              450,2        246,7        398,6                   
Participation in export       115,2        196,2        120,7                   
partnerships                                                                    
Deferred taxation             206,3        181,9        209,3                   
                              ----------   ----------   ----------              
                              1 619,7      1 325,2      1 497,3                 
                              ----------   ----------   ----------              
Current assets                                                                  
Inventory                     980,1        722,9        912,1                   
Trade receivables - retail    1 882,3      1 557,8      1 744,3                 
Private label card            271,7        192,9        231,6                   
receivables                                                                     
Other receivables and         161,0        149,5        147,0                   
prepayments                                                                     
Loan receivables              294,0        362,4        260,3                   
Participation in export       51,9         17,4         90,6                    
partnerships                                                                    
Cash                          52,3         30,1         36,2                    
                              ----------   ----------   ----------              
3 693,3      3 033,0      3 422,1                 
                              ----------   ----------   ----------              
Total assets                  5 313,0      4 358,2      4 919,4                 
                              ==========   ==========   ==========              
EQUITY AND LIABILITIES                                                          
Equity attributable to equity 2 462,6      2 150,9      2 472,8                 
holders of Foschini                                                             
Minority interest             22,5         10,3         16,0                    
--------     -------      -------                 
Total equity                  2 485,1      2 161,2      2 488,8                 
                              -------      -------      -------                 
Non-current liabilities                                                         
Interest bearing debt         992,8        478,2        553,4                   
Operating lease accrual       307,7        337,8        324,9                   
Deferred taxation             163,7        255,0        161,9                   
                              ----------   ----------   ----------              
1 464,2      1 071,0      1 040,2                 
                              ----------   ----------   ----------              
Current liabilities                                                             
Short term loans              -            -            2,7                     
Trade and other payables      975,5        845,1        952,5                   
Taxation payable              285,2        174,4        326,3                   
Provisions                    103,0        106,5        108,9                   
                              ----------   ----------   ----------              
1 363,7      1 126,0      1 390,4                 
                              ----------   ----------   ----------              
Total equity and liabilities  5 313,0      4 358,2      4 919,4                 
                              ==========   ==========   ==========              
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                                     
                              Equity       Minority     Total                   
                              holders of   interest     equity                  
                              Foschini                                          
Rm           Rm           Rm                      
Equity at 31 March 2004 as    2 291,4      10,1         2 301,5                 
previously stated                                                               
IFRS transitional adjustment:                                                   
- Property: fair value used   75,7         -            75,7                    
as deemed cost                                                                  
Change in accounting for      (246,3)      -            (246,3)                 
operating leases                                                                
--------     --------     --------                
Equity at 31 March 2004 after 2 120,8      10,1         2 130,9                 
IFRS and other adjustments                                                      
Restated profit               291,7        5,1          296,8                   
-------      -------      -------                 
Profit for the half year as   292,5        5,1          297,6                   
previously stated                                                               
IFRS adjustments:             (1,1)        -            (1,1)                   
- Property depreciation                                                         
- Share options               (6,2)        -            (6,2)                   
Change in accounting for      6,5          -            6,5                     
operating leases                                                                
-------      -------      -------                 
Share based payments reserve  6,2          -            6,2                     
movements                                                                       
Change in degree of control   -            (3,3)        (3,3)                   
Dividends paid                (132,3)      (1,6)        (133,9)                 
Sale of shares by share trust 9,3          -            9,3                     
Shares purchased by share     (151,4)      -            (151,4)                 
trust                                                                           
Unrealised gain on hedging    6,6          -            6,6                     
instruments                                                                     
                              ----------   ----------   ----------              
Equity at 25 September 2004   2 150,9      10,3         2 161,2                 
restated                                                                        
Restated profit               475,3        5,7          481,0                   
                              -------      -------      -------                 
Profit for the half year as   474,8        5,7          480,5                   
previously stated                                                               
IFRS adjustments:             (1,1)        -            (1,1)                   
- Property depreciation                                                         
- Share options               (7,5)        -            (7,5)                   
Change in accounting for      9,1          -            9,1                     
operating leases                                                                
                              -------      -------      -------                 
Share based payments reserve  7,5          -            7,5                     
movements                                                                       
Dividends paid                (131,5)      -            (131,5)                 
Sale of shares by share trust 3,3          -            3,3                     
Shares purchased by share     (31,8)       -            (31,8)                  
trust                                                                           
Unrealised loss on hedging    (0,9)        -            (0,9)                   
instruments                                                                     
                              --------     --------     --------                
Equity at 31 March 2005       2 472,8      16,0         2 488,8                 
restated                                                                        
Profit for the half year      374,3        9,2          383,5                   
Share based payments reserve  10,0         -            10,0                    
movements                                                                       
Dividends paid                (221,5)      (2,7)        (224,2)                 
Sale of shares by share trust 55,3         -            55,3                    
Shares purchased by share     (222,3)      -            (222,3)                 
trust                                                                           
Unrealised loss on hedging    (6,0)        -            (6,0)                   
instruments                                                                     
                              ----------   ----------   ----------              
Equity at 24 September 2005   2 462,6      22,5         2 485,1                 
                              ==========   ==========   ==========              
SUPPLEMENTARY INFORMATION                                                       
Net ordinary shares in issue  212,2        211,6        211,9                   
(millions)                                                                      
Weighted average ordinary     213,8        214,6        213,3                   
shares in issue (millions)                                                      
Tangible net asset value per  1 157,5      1 007,8       1 161,2                
ordinary share (cents)                                                          
CONSOLIDATED CASH FLOW STATEMENT                                                
                              Sept. 2005   Sept. 2004   March 2005              
                              Unaudited    Unaudited    Audited                 
Rm           Rm           Rm                      
Cash flows from operating                                                       
activities                                                                      
Operating profit before       392,0        287,0        835,3                   
working capital changes                                                         
Increase in working capital   (226,1)      (78,5)       (340,0)                 
                              ----------   ----------   ----------              
Cash generated by operations  165,9        208,5        495,3                   
Increase in private label     (56,6)       (47,7)       (96,4)                  
card receivables                                                                
Increase in loan receivables  (85,3)       (72,0)       (121,8)                 
Interest received             286,9        233,4        488,9                   
Net finance charges           (31,9)       (24,0)       (58,4)                  
Taxation paid                 (219,0)      (138,6)      (333,7)                 
Dividends paid                (224,2)      (133,9)      (265,4)                 
                              ----------   ----------   ----------              
Net cash (outflows) inflows   (164,2)      25,7         108,5                   
from operating activities                                                       
                              ----------   ----------   ----------              
Cash flows from investing                                                       
activities                                                                      
Purchase of property, plant   (136,6)      (52,7)       (184,3)                 
and equipment                                                                   
Proceeds from sale of         2,5          3,5          5,4                     
property, plant and equipment                                                   
Decrease in participation in  44,2         18,3         20,6                    
export partnerships                                                             
Decrease in loans             0,5          0,9          2,2                     
Shares purchased by share     (222,3)      (151,4)      (183,2)                 
trust                                                                           
Acquisition of additional     -            (9,6)        (9,6)                   
interest in subsidiary                                                          
----------   ----------   ----------              
Net cash outflows from        (311,7)      (191,0)      (348,9)                 
investing activities                                                            
                              ----------   ----------   ----------              
Cash flows from financing                                                       
activities                                                                      
Proceeds from sale of         55,3         9,3          12,6                    
treasury shares by share                                                        
trust                                                                           
Increase in interest bearing  439,4        157,8        233,0                   
debt                                                                            
(Decrease) increase in short- (2,7)        (0,9)        1,8                     
term loans                                                                      
                              ----------   ----------   ----------              
Net cash inflows from         492,0        166,2        247,4                   
financing activities                                                            
----------   ----------   ----------              
Net increase in cash and cash 16,1         0,9          7,0                     
equivalents during the period                                                   
Cash and cash equivalents at  36,2         29,2         29,2                    
the beginning of the period                                                     
                              ----------   ----------   ----------              
Cash and cash equivalents at  52,3         30,1         36,2                    
the end of the period                                                           
==========   ==========   ==========              
NOTES                                                                           
1. The group is reporting for the first time under the IFRS standards for the   
year ending 31 March 2006 and accordingly, comparative figures have been        
restated. The unaudited results for the half-year ended 24 September 2005 have  
been prepared in accordance with the group"s accounting policies, which comply  
with International Financial Reporting Standards (IFRS). The disclosures        
required in terms of IFRS1 (First Time Adoption of International Reporting      
Standards) concerning the transition from South African Statements of Generally 
Accepted Accounting Practice (SA GAAP) and the requisite changes in accounting  
policies are set out in a separate section of this announcement.                
The effects disclosed are net of deferred tax, where applicable, at the rates   
prevailing during the relevant periods.                                         
2.In addition to the above changes, the accounting treatment of lease rentals   
has been modified to accord with the international interpretation of the        
requirements of IAS17 (Leases), namely, escalations in operating lease rentals  
are no longer recognised in the periods they are actually incurred, but are now 
charged in the income statement on a straight-line basis over the term of the   
leases.                                                                         
3. These financial statements incorporate the financial statements of the       
company, all its subsidiaries and all entities over which it has operational and
financial control.                                                              
4. Included in share capital are 16,9(2004: 16,9) million shares, which were    
purchased by a subsidiary of the company, and 11,4(2004: 12,0) million shares,  
which are owned by the share incentive trust. These have been eliminated on     
consolidation.                                                                  
                              Sept. 2005   Sept. 2004    March 2005             
                              Unaudited    Unaudited     Audited                
Rm           Rm            Rm                     
5. INTEREST RECEIVED                                                            
Trade receivables - retail    118,1        103,9         211,2                  
Loan receivables              136,2        106,4         227,7                  
Private label card            32,6         23,1          50,0                   
receivables                                                                     
                              -------      -------       -------                
                              286,9        233,4         488,9                  
-------      -------       -------                
6. TRADING EXPENSES                                                             
Depreciation                  (70,0)       (57,5)        (121,1)                
Employee costs: normal        (367,3)      (323,7)       (709,8)                
Employee costs: bonuses       -            -             (48,6)                 
Store occupancy costs         (214,3)      (189,7)       (403,2)                
Net other operating costs     (240,9)      (220,7)       (295,5)                
                              ----------   ----------    ----------             
(892,5)      (791,6)       (1 578,2)              
                              ----------   ------------  ----------             
SEGMENTAL ANALYSIS                                                              
26 weeks ended 24.09.2005                                                       
Financial    Retail       Consolidated             
                             Services                                           
                             Unaudited    Unaudited    Unaudited                
                             Rm           Rm           Rm                       
Revenue *                                                                       
External                     228,5        3 062,9      3 291,4                  
Inter-segment                -            -            -                        
                             --------     --------     --------                 
Total revenue                228,5        3 062,9      3 291,4                  
                             --------     --------     --------                 
Segment result                                                                  
Operating profit before      145,9        452,2        598,1                    
finance charges                                                                 
                             --------     --------     --------                 
External                     (1,8)        (30,1)       (31,9)                   
Inter-segment                (30,0)       30,0         -                        
--------     --------     --------                 
Net finance charges          (31,8)       (0,1)        (31,9)                   
Income tax expense           (33,9)       (148,8)      (182,7)                  
                             ---------    --------     --------                 
Profit for the half year     80,2         303,3        383,5                    
                             --------     --------     --------                 
* includes retail turnover, interest received and other income                  
Segment assets                                                                  
Non-current assets           543,9        1 075,8      1 619,7                  
Current assets               573,2        3 120,1      3 693,3                  
Inter-segment assets         12,9         (12,9)       -                        
                             --------     --------     --------                 
Total assets                 1 130,0      4 183,0      5 313,0                  
                             --------     --------     --------                 
Segment liabilities                                                             
Non-current liabilities      -            1 464,2      1 464,2                  
Current liabilities          100,4        1 263,3      1 363,7                  
Inter-segment liabilities    761,0        (761,0)      -                        
                             --------     --------     --------                 
Total liabilities            861,4        1 966,5      2 827,9                  
--------     --------     --------                 
Segment information                                                             
Capital expenditure          0,6          136,0        136,6                    
Depreciation                 1,4          70,2         71,6                     
SEGMENTAL ANALYSIS (cont.)                                                      
26 weeks ended 25.09.2004                                                       
                             Financial    Retail       Consolidated             
                             Services                                           
Unaudited    Unaudited    Unaudited                
                             Rm           Rm           Rm                       
Revenue *                                                                       
External                     178,3        2 545,2      2 723,5                  
Inter-segment                -            -            -                        
                             --------     --------     --------                 
Total revenue                178,3        2 545,2      2 723,5                  
                             --------     --------     --------                 
Segment result                                                                  
Operating profit before      114,8        341,8        456,6                    
finance charges                                                                 
                             --------     --------     --------                 
External                     (3,3)        (20,7)       (24,0)                   
Inter-segment                (24,5)       24,5         -                        
                             --------     --------     --------                 
Net finance (charges) income (27,8)       3,8          (24,0)                   
Income tax expense           (23,6)       (112,2)      (135,8)                  
                             ---------    --------     --------                 
Profit for the half year     63,4         233,4        296,8                    
                             --------     --------     --------                 
Segment assets                                                                  
Non-current assets           262,5        1 062,7      1 325,2                  
Current assets               623,3        2 409,7      3 033,0                  
Inter-segment assets         (440,6)      440,6        -                        
--------     --------     --------                 
Total assets                 445,2        3 913,0      4 358,2                  
                             --------     --------     --------                 
Segment liabilities                                                             
Non-current (assets)         (15,1)       1 086,1      1 071,0                  
liabilities                                                                     
Current liabilities          87,5         1 038,5      1 126,0                  
Inter-segment liabilities    211,3        (211,3)      -                        
--------     --------     --------                 
Total liabilities            283,7        1 913,3      2 197,0                  
                             --------     --------     --------                 
Segment information                                                             
Capital expenditure          0,6          52,1         52,7                     
Depreciation                 1,6          57,5         59,1                     
Amortisation                 -            -            -                        
All retail divisions within the group operate in an established retail market   
and are therefore considered to be subject to similar risks and rewards.        
COMMENT                                                                         
GROUP OVERVIEW                                                                  
Following on the substantial compounded growth rate of 60% in headline earnings 
per share achieved over the past 3 years, our group has once again achieved     
another period of very good performance.                                        
The group is reporting for the first time under the International Financial     
Reporting Standards (IFRS) for the year ending 31 March 2006. The changes made  
to our accounting policies resulting from the adoption of IFRS are reflected in 
a separate section of this announcement.                                        
The lower interest rate environment and buoyant economy continued to benefit    
consumer confidence and consumer spending has remained strong in the first half 
of this year. Turnover for the first 6 months increased by 20,8%, which is all  
the more pleasing having been achieved on an increased trading area of only     
3,8%. Gross margins for the period were marginally down by 0,7% on the previous 
period as a result of a change in the sales mix.                                
Operating profit increased by 31,0% whilst headline earnings per share increased
by 28,8% from 135,9 cents to 175,1 cents per share. The group"s operating margin
increased to 20,7% from 19,1%.                                                  
During the period under review 9 new stores were opened whilst 15 stores were   
closed across all divisions. At the end of the period the group was trading out 
of 1 227 stores with a trading area of 336 156 square metres, an increase of    
3,8% compared to the corresponding trading period last year.                    
In terms of the group"s agreement with the Standard Bank of South Africa Limited
referred to below, the group will receive cash proceeds of approximately R440   
million once this transaction becomes unconditional, which we expect to be      
towards the end of November 2005. In anticipation of receiving these funds the  
group has advanced R222,3 million during the period under review to the group"s 
share trust in order to purchase Foschini Limited shares.                       
The group"s dividend cover has been retained at 2,2 times attributable headline 
earnings per share. Accordingly, the interim dividend has been increased by 29% 
to 80 cents per share from 62 cents in the corresponding period.                
TRADING DIVISIONS                                                               
The buoyant trading conditions experienced in the past few years continued into 
the first half of this year and all our divisions performed well, and greatly   
exceeded our product inflation of approximately 3%.                             
Sales and sales growths in the various divisions were as follows:               
                    No. of       Sales Rm      % change                         
                    stores                                                      
@home               34           135,0         30,8                             
Exact!              169          263,8         21,0                             
Foschini            337          1 229,3       18,2                             
Markham             205          485,2         21,6                             
Jewellery division  302          379,5         19,3                             
Sports division     180          397,6         26,3                             
                    --------     --------      --------                         
Total               1 227        2 890,4       20,8                             
                    --------     --------      --------                         
Total same store sales for the period grew by 15,5%, with apparel growing       
16,3%,cosmetics 33,7%, cell phones by 65,9%, jewellery by 17,2% and homewares by
7,5%.                                                                           
The Foschini division traded well with same store growth of 12,9%. This division
will be launching its Luella stores during November, offering a range of ladies 
footwear, handbags and accessories aimed at the middle to upper market, with its
first 6 new stores being opened in major shopping centres.                      
The Markham division, which under-performed our other clothing divisions in the 
first half of last year, continues with its much improved trading with total    
growth of 21,6% and same store growth of 18,7%. Its new store design concept    
continues to be expanded countrywide with good results.                         
Our Jewellery division, comprising American Swiss Jewellers, Matrix and Sterns, 
continues to dominate the retail jewellery market in southern Africa. Sales     
growth of 19,3% achieved by this division was extremely pleasing. Same store    
growth was 17,2%.                                                               
Exact! continued with its strong performance and growth since its rebranding.   
Same store growth was 21,3% as it continues to improve its sales densities.     
The Sports division, trading as Sportscene, Totalsports and DueSouth, continues 
to outperform its market, with a growth in turnover of 26,3%. Same store growth 
was 16%.                                                                        
Our @home division continued with substantial growth, maintaining its store base
at 34 during the period, and growing its turnover to R135 million from R103,2   
million in the previous corresponding period, an increase of 30,8%. Same store  
growth was 7,5%. Its first new lifestyle store, branded as @homelivingspace,    
offering a full range of contemporary furniture in addition to our current @home
offering, opened in October 2005, with its second new store opening in November 
2005.                                                                           
Our retail debtors book, which amounts to R1,882 billion, increased by 7,9%     
during the period, whilst credit turnover grew by 19,6% compared to the previous
corresponding period. The debtors book remains fairly valued, with continued    
improvements reflected in a lower percentage of arrear accounts, reduction in   
net bad debt and improved collections. Cash sales as a percentage of total sales
increased from 28,7% to 29,3%.                                                  
FINANCIAL SERVICES                                                              
Our financial services division comprises RCS Personal Finance, our group"s     
personal loans business, and RCS Cards, which offers credit to customers of     
merchants outside of the group. This division continued with its good           
performance, growing its profit after tax for the period by 26,5%. Bad debts    
continue to be well managed, and the net bad debt experienced remained at       
acceptable levels.                                                              
RCS INVESTMENT HOLDINGS (RCSIH) AGREEMENT WITH THE STANDARD BANK OF SOUTH AFRICA
LIMITED (SBSA)                                                                  
As we announced on SENS on 29 August 2005 our group has entered into an         
agreement with SBSA, subject to the fulfilment of certain conditions precedent, 
whereby SBSA will acquire an initial 25% of RCSIH with options to acquire an    
additional 20% in the future. This transaction is currently at the South African
Competition Authority, which is expected to rule on the matter by the end of    
November 2005.                                                                  
PROSPECTS                                                                       
Turnover for the first 5 weeks of the second half remains buoyant and well ahead
of budget, as customers continue to benefit from the favourable consumer        
environment. Whilst the second half of the year is always heavily dependent on  
the level of Christmas trading, we remain confident about the second half, which
this year comprises 27 weeks, and expect to be able to produce continued strong 
growth in earnings for this period.                                             
75 new stores will be opened in the second half of the year.                    
PREFERENCE DIVIDEND ANNOUNCEMENT                                                
Dividend no. 138 of 3,25% (6,5 cents per share) in respect of the six months    
ending 31 March 2006 has been declared, payable on Monday 27 March 2006 to      
holders of 6,5% preference shares recorded in the books of the company at the   
close of business on Friday, 24 March 2006.                                     
The last day to trade ("cum" the dividend) in order to participate in the       
dividend will be Thursday, 16 March 2006. Foschini Ltd preference shares will   
commence trading "ex" the dividend from the commencement of business on Friday, 
17 March 2006 and the record date, as indicated, will be Friday, 24 March 2006. 
Preference shareholders should take note that share certificates may not be     
dematerialised or rematerialised during the period Friday, 17 March 2006 to     
Friday, 24 March 2006, both dates inclusive.                                    
INTERIM ORDINARY DIVIDEND ANNOUNCEMENT                                          
The directors have declared an interim ordinary dividend of 80 cents per        
ordinary share payable on Monday, 9 January 2006 to ordinary shareholders       
recorded in the books of the company at the close of business on Friday, 6      
January 2006.                                                                   
The last day to trade ("cum" the dividend) in order to participate in the       
dividend will be Thursday, 29 December 2005.  Foschini Ltd ordinary shares will 
commence trading "ex" the dividend from the commencement of business on Friday, 
30 December 2005 and the record date, as indicated, will be Friday, 6 January   
2006.                                                                           
Ordinary shareholders should take note that share certificates may not be       
dematerialised or rematerialised during the period Friday, 30 December 2005 to  
Friday, 6 January 2006, both dates inclusive.                                   
Certificated ordinary shareholders are reminded that all entitlements to        
dividends with a value less than R5,00 per certificated shareholder will be     
aggregated and the proceeds donated to a registered charity of the directors"   
choice, in terms of the articles of association of the company.                 
COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)              
In order to comply with IFRS the group has adopted the following accounting     
policies. All comparative information has been adjusted accordingly.            
1. The group elected to utilise the exemption in terms of IFRS - First time     
adoption. The fair value of buildings at the transition date was adopted as the 
deemed cost and the applicable depreciation adjusted accordingly. In order to   
determine depreciation, the useful lives and residual values of properties will 
be reviewed on an annual basis.                                                 
2. Share options (share based payments) granted to employees after November 2002
are valued using a binomial valuation model and this value is charged to the    
income statement over the expected life of the option. The liability raised at  
the transition date amounted to R 9 million.                                    
3. Goodwill is no longer amortised and is now stated at its carrying value as at
1 April 2004. This carrying value is reviewed annually for impairment.          
FUTURE DEVELOPMENTS UNDER IFRS                                                  
These financial statements have been prepared on the group"s expectation of     
standards that will be applicable on 31 March 2006, being the first time that   
the group will prepare financial statements under IFRS. Changes to the          
information presented in this report may be required due to one or more of the  
following reasons:                                                              
- Further standards and interpretations may be issued that could be applicable  
to the financial year ending 31 March 2006.                                     
- Interpretations may differ as practice develops; and                          
-Tax legislation and tax related interpretation might develop further.         
Signed on behalf of the Board                                                   
E Osrin, Chairman                      D M Polak, Managing Director             
Cape Town                                                                       
3 November 2005                                                                 
Non-executive Directors:                                                        
E Osrin (Chairman), D M Nurek (Deputy Chairman), Prof. F Abrahams, S E Abrahams,
L F Bergman (Austrian), W V Cuba, N H Goodwin, M Lewis                          
Executive Directors:                                                            
D M Polak, R Stein                                                              
Registered Office:                                                              
Stanley Lewis Centre, 340 Voortrekker Road, Parow East, 7500.                   
Transfer Secretaries:                                                           
Computershare Investor Services 2004 (Pty) Ltd, Ground Floor, 70 Marshall       
Street, Johannesburg, 2001.                                                     
SPONSOR:                                                                        
UBS South Africa (Pty) Ltd.                                                     
Visit our website at http://www.foschinigroup.com/                              
Date: 03/11/2005 02:30:24 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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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