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Wed 23 Nov 2005, 14:20 Nampak Limited -Audited Group Results And Declarat
Nampak Limited -Audited Group Results And Declaration Of Dividend               
Nampak Limited                                                                  
(Registration number 1968/008070/06)                                            
(Incorporated in the Republic of South Africa)                                  
JSE Code: NPK                                                                   
ISIN: ZAE 000071676                                                             
Audited group results for the year ended 30 September 2005                      
ABRIDGED GROUP INCOME STATEMENT                                                 
                                   2005      2004                               
                                             (Restated)   Change                
                           Notes   Rm        Rm           %                     
Revenue                            15 583.1  17 494.6     (10.9)                
Continuing operations              15 583.1  17 178.9     (9.3)                 
Discontinuing operations           -         315.7        (100.0)               
Profit before abnormal     1       1 307.6   1 562.1      (16.3)                
items                                                                           
Net abnormal profit        2       48.2      70.5                               
Profit from operations     3       1 355.8   1 632.6      (17.0)                
Continuing operations              1 355.8   1 379.5      (1.7)                 
Discontinuing operations   4       -         253.1        (100.0)               
Net finance costs          5       (103.6)   (149.0)                            
Income from investments            33.8      15.6                               
Share of loss in                   (2.4)     -                                  
associate                                                                       
Profit before tax                  1 283.6   1 499.2      (14.4)                
Income tax                         498.4     521.7                              
Profit after tax                   785.2     977.5        (19.7)                
Minority interest                  4.1       10.4                               
Net profit for the year            781.1     967.1        (19.2)                
Number of ordinary and                                                          
preferred                                                                       
ordinary shares in issue           701 171   641 574                            
(`000)                                                                          
Number of ordinary shares                                                       
in                                                                              
issue (`000) - net of              641 888   641 574                            
treasury shares                                                                 
Weighted average number                                                         
of ordinary shares on                                                           
which                                                                           
headline earnings and                                                           
basic earnings per share                                                        
are based (`000)                   638 262   640 958                            
Weighted average number                                                         
of ordinary shares on                                                           
which                                                                           
diluted headline earnings                                                       
and diluted basic                                                               
earnings per                                                                    
share are based (`000)             642 385   644 705                            
Headline earnings per              119.2     146.1        (18.4)                
ordinary share (cents)                                                          
Basic earnings per share           122.4     150.9        (18.9)                
(cents)                                                                         
Dividend per share                 83.6      83.6                               
(cents)                                                                         
Fully diluted headline             118.4     145.3        (18.5)                
earnings per share                                                              
(cents)                                                                         
Fully diluted earnings             121.6     150.0        (18.9)                
per share (cents)                                                               
Determination of headline                                                       
earnings                                                                        
Net profit for the year            781.1     967.1                              
Less: preference dividend          (0.1)     (0.1)                              
Adjusted for:                                                                   
Impairment losses on               152.3     127.9                              
goodwill, plant and                                                             
equipment                                                                       
Reversal of impairment             (5.0)     -                                  
losses on plant and                                                             
equipment                                                                       
Goodwill amortised                 -         60.5                               
Net loss/(profit) on               20.4      (216.5)                            
disposal of businesses                                                          
Net profit on disposal of          (439.3)   (13.7)                             
property, plant and                                                             
equipment                                                                       
Pension fund curtailment           173.9     -                                  
loss on disposal of                                                             
business                                                                        
Write off of due                   5.7       -                                  
diligence costs                                                                 
Tax effects                        71.7      11.3                               
Headline earnings for the          760.7     936.5        (18.8)                
year                                                                            
ABRDGED GROUP BALANCE SHEET                                                     
2005       2004                     
                                                       (Restated)               
                                      Note  Rm         Rm                       
Assets                                                                          
Non-current assets                          5 166.1    5 512.1                  
Property, plant and equipment               3 941.1    4 228.1                  
Goodwill and other intangible assets        1 059.9    1 240.4                  
Non-current financial assets and            165.1      43.6                     
investment in associate                                                         
Current assets                              5 198.8    5 443.6                  
Inventories                                 2 049.9    2 055.9                  
Trade and other receivables                 2 516.2    2 688.2                  
Bank balances, deposits and cash      6     632.7      699.5                    
Total assets                                10 364.9   10 955.7                 
Equity and liabilities                                                          
Capital and reserves                        5 235.6    5 383.1                  
Capital                                     1 927.6    2 042.4                  
Non-distributable reserves                  (593.0)    (249.6)                  
Accumulated profits                         3 901.0    3 590.3                  
Minority interest                           29.4       32.8                     
Non-current liabilities                     1 703.0    1 675.6                  
Interest bearing debt                 6     929.7      1 091.5                  
Net long-term retirement benefit            252.3      161.9                    
obligation                                                                      
Fixed escalation operating lease            23.4       23.6                     
accrual                                                                         
Net deferred tax liabilities                497.6      398.6                    
Current liabilities                         3 396.9    3 864.2                  
Trade, other payables and provisions        2 980.2    2 938.9                  
Interest bearing debt                 6     281.0      752.9                    
Net tax liabilities                         135.7      172.4                    
Total equity and liabilities                10 364.9   10 955.7                 
Total borrowings:total shareholders"        23%        36%                      
funds                                                                           
Net borrowings:total shareholders"          11%        21%                      
funds                                                                           
Total liabilities:total                     97%        109%                     
shareholders" funds                                                             
Net asset value per ordinary share                                              
(cents) calculated                                                              
on number of ordinary shares in                                                 
issue                                                                           
of 641 887 632 (2004: 641 574 291)          816        839                      
Tangible net asset value per                                                    
ordinary share (cents)                                                          
calculated on number of ordinary                                                
shares in                                                                       
issue of 641 887 632                        651        646                      
(2004: 641 574 291)                                                             
GROUP STATEMENT OF CHANGES IN EQUITY                                            
                                             2005      2004                     
                                                       (Restated)               
Note  Rm        Rm                       
Equity at beginning of year                  5 383.1   4 855.1                  
Changes in accounting policies and     7     (82.4)    (16.5)                   
prior year restatement                                                          
Changes in capital                           589.8     9.2                      
Share capital - share option scheme          0.2       0.1                      
- new issue                                  3.2       -                        
- shares cancelled                           (0.5)     -                        
Share premium - share option scheme          50.9      9.1                      
- new issue net of share issue               684.3     -                        
expenses                                                                        
- cancellation of share premium                                                 
on shares cancelled                       (148.3)   -                        
Changes in treasury shares                   (704.6)   (0.5)                    
Consolidation of shares held by share        -         (0.5)                    
purchase trust                                                                  
Consolidation of shares held by Black        (414.1)   -                        
Management Trust                                                                
Consolidation of shares held by                                                 
       Red Coral Investments 23 (Pty)        (290.5)   -                        
Limited                                                                         
Changes in non-distributable reserves        (193.0)   45.3                     
Decrease in foreign currency                 (108.5)   (41.8)                   
translation reserve                                                             
Hyperinflation capital adjustment            (87.7)    88.7                     
Financial instruments - hedging              1.4       (1.6)                    
Share of non-distributable reserves          1.8       -                        
in associates                                                                   
Changes in accumulated profit                242.7     490.5                    
Net profit for the period                    781.1     967.1                    
Ordinary shares - dividends                  (535.1)   (476.5)                  
Preference shares - dividends                (0.1)     (0.1)                    
Share buy-back                               (3.2)     -                        
Equity at end of year                        5 235.6   5 383.1                  
ABRIDGED GROUP CASH FLOW                                                        
                                             2005      2004                     
(Restated)               
                                       Note  Rm        Rm                       
Cash operating profit                        1 925.5   2 381.7                  
Working capital changes                      87.9      (251.5)                  
Cash generated from operations               2 013.4   2 130.2                  
Net finance costs                            (96.5)    (149.0)                  
Income from investments                      33.8      15.6                     
Tax paid                                     (424.3)   (645.1)                  
Retirement benefit contributions and         (81.7)    (88.4)                   
settlements                                                                     
Replacement capital expenditure              (347.8)   (394.4)                  
Cash flow from operations                    1 096.9   868.9                    
Dividends paid                               (536.1)   (477.3)                  
Net cash inflow from operating               560.8     391.6                    
activities                                                                      
Net cash inflow/(outflow) from               168.5     (161.9)                  
investing activities                                                            
Net cash inflow before financing             729.3     229.7                    
activities                                                                      
Net cash outflow from financing              (306.4)   (277.7)                  
activities                                                                      
Net increase/(decrease) in cash and          422.9     (48.0)                   
cash equivalents                                                                
Cash and cash equivalents at                 (28.3)    17.2                     
beginning of year                                                               
Translation of cash in foreign               (19.0)    2.5                      
subsidiaries                                                                    
Cash and cash equivalents at end of    6     375.6     (28.3)                   
year                                                                            
NOTES                                                                           
                                    2005       2004        Change               
                                    Rm         Rm          %                    
1. Profit before abnormal items                                                 
South Africa                        1 088.9    1 186.6     (8.2)                
Africa                              81.0       142.8       (43.3)               
Europe                              137.7      232.7       (40.8)               
1 307.6    1 562.1     (16.3)               
2. Net abnormal profit                                                          
Retrenchment costs                  104.9      40.8                             
Restructuring costs                 45.1       19.8                             
Impairment losses on goodwill,                                                  
plant and equipment                 152.3      127.9                            
Reversal of impairment losses on                                                
plant and equipment                 (5.0)      -                                
Net profit on disposal of property  (428.2)    (7.6)                            
Net loss/(profit) on disposal of    20.4       (216.5)                          
businesses                                                                      
Pension fund curtailment on                                                     
disposal of business                173.9      -                                
Net monetary adjustment -           8.2        15.1                             
hyperinflation                                                                  
Financial instruments fair value    9.8        (70.9)                           
adjustment                                                                      
FEC costs on plant and equipment    0.7        20.9                             
Pension fund curtailment gain on    (70.6)     -                                
restructure                                                                     
Change in estimate - provision      (59.7)     -                                
(note 8)                                                                        
                                    (48.2)     (70.5)                           
3. Profit from operations                                                       
South Africa                        1 054.0    1 411.0     (25.3)               
Africa                              71.5       127.7       (44.0)               
Europe                              230.3      93.9        145.3                
                                    1 355.8    1 632.6     (17.0)               
4. Discontinued operations                                                      
Profit on disposal of discontinued  -          213.2                            
operations                                                                      
Profit from discontinued            -          39.9                             
operations                                                                      
                                    -          253.1                            
5. Net finance costs                                                            
Interest paid                       200.6      217.7                            
Interest received                   (97.0)     (68.7)                           
                                    103.6      149.0                            
6. Cash and cash equivalents                                                    
Interest bearing debt               (1 210.7)  (1 844.4)                        
Less long-term liabilities          929.7      1 091.5                          
Less short-term portion of long-    23.9       25.1                             
term liabilities                                                                
Less bank balances, deposits and    632.7      699.5                            
cash                                                                            
                                    375.6      (28.3)                           
7. Changes in accounting policies and prior year restatement                    
The group has changed its accounting policies in respect of goodwill to comply  
with the requirements of IFRS3 - Business Combinations, IAS36 (AC140) -         
Impairment of Assets and IAS21 - Accounting for the Effects of Changes in       
Foreign Exchange rates. In line with the transitional provisions of IFRS3       
(AC140), accumulated amortisation was set off against the cost of goodwill and  
the revised carrying amount is no longer amortised. The carrying amount of      
negative goodwill was written off against opening accumulated profits. Goodwill 
previously denominated in rand that relates to acquisitions whose functional    
currency is not rand denominated has been restated to these respective          
functional currencies and translated at the closing rate in terms of the        
transitional provisions of IAS21.                                               
Comparative figures were not restated.                                          
The aggregate effect of the changes in                                          
accounting policies are as follows:                                             
Balance sheet:                                                                  
Decrease in foreign currency translation reserve (150.4)                        
Increase in accumulated profits                  68.0                           
Net decrease in reserves                         (82.4)                         
Represented by:                                                                 
Intangible assets                                                               
Goodwill restated in functional currency                                        
and translated at closing rate                   150.4                          
Negative goodwill written off                    (68.0)                         
                                                 82.4                           
Income statement:                                                               
Impairment of goodwill (IFRS3 and IAS21)         123.4                          
Net decrease in profit after tax                 123.4                          
Circular 7/2005 was issued by SAICA on 2 August                                 
2005, providing clarification on the                                            
interpretation of IAS17 - Leases. As a result,                                  
leases are now recognised as an expense on a                                    
straight line basis over the lease term.                                        
Previously lease expenses were recognised on a                                  
basis which reflected the cash flows during that                                
period. Comparative figures have been restated.                                 
The aggregate effect of the change is as                                        
follows:                                                                        
Balance sheet:                                                                  
Decrease in accumulated profits                  (16.7)    (16.5)               
Represented by:                                                                 
Increase in non-current liabilities              23.4      23.6                 
Increase in current liabilities                  0.2       -                    
Decrease in deferred tax                         (6.9)     (7.1)                
                                                 16.7      16.5                 
Income statement:                                                               
Decrease in rental expenses                      -         -                    
Deferred tax                                     0.2       -                    
Net decrease in profit after tax                 0.2       -                    
The net effect of these adjustments is a                                        
decrease of 19.3 cents in the earnings per share                                
and no effect on headline earnings per share for                                
the current year.                                                               
8. Change in estimate                                                           
Following a review of the estimation process and                                
availability of new information the group                                       
changed the basis on which provisions for the                                   
write down on inventory to net realisable value                                 
was calculated. As a result, the net realisable                                 
value of inventory increased as follows:                                        
Balance sheet:                                                                  
Increase in inventories                          59.7                           
Increase in deferred tax                         (17.3)                         
                                                 42.4                           
Income statement:                                                               
Increase in profit before tax                    59.7                           
Deferred tax                                     (17.3)                         
Net increase in profit after tax                 42.4                           
9. Supplementary information                                                    
Depreciation                                     644.7     710.0                
Amortisation                                     56.6      90.9                 
- goodwill                                       -         60.5                 
- other intangibles                              56.6      30.4                 
Capital expenditure                              733.7     995.6                
- expansion                                      385.9     601.2                
- replacement                                    347.8     394.4                
Capital commitments                              435.5     564.1                
- contracted                                     166.4     237.1                
- approved not contracted                        269.1     327.0                
Lease commitments                                500.4     512.6                
- land and buildings                             342.4     450.1                
- other                                          158.0     62.5                 
Contingent liabilities                           22.9      62.5                 
COMMENTS                                                                        
NAMPAK PROFILE                                                                  
Nampak is the largest and most diversified packaging manufacturer in Africa with
extensive manufacturing operations in South Africa and a further 10 countries on
the African continent. It produces packaging products from metal, glass, paper  
and plastics and is a major manufacturer and marketer of tissue products.       
It is one of the leading suppliers of folding cartons to the food and healthcare
sectors in Europe and it is the major supplier of plastic bottles to the dairy  
industry in the United Kingdom.                                                 
The group is actively engaged in the collection and recycling of all forms of   
used packaging.                                                                 
KEY INVESTMENT ACTIVITIES IN 2005                                               
The Short Run plastics business in Europe, which had been underperforming in a  
highly competitive market, was sold for GBP21 million effective 30 October 2004.
The Woburn Sands property in the United Kingdom was sold in January 2005 for    
GBP40 million of which GBP20 million has been received with the balance due in  
equal instalments in January 2006 and 2007.                                     
Effective 1 March 2005 Nampak sold Peters Papers, its paper merchants division, 
to Actis, a leading private equity company in emerging markets, for R220        
million. The transaction was concluded in partnership with the management of    
Peters Papers and Izingwe Capital, a Black Economic Empowerment investment      
company.                                                                        
The group completed a R1 billion Black Economic Empowerment transaction which   
has resulted in 5% of its shares being held by employees and 5% by a broad-based
BEE consortium. In order to mitigate the dilution effect of this transaction,   
the group implemented a scheme of arrangement whereby it repurchased 10% of its 
issued shares from existing shareholders effective 31 October 2005.             
Effective 1 October 2005, Wiegand-Glas of Germany acquired 50% of the issued    
share capital in Nampak Glass (Pty) Limited for euro 18 million.                
Tufbag, which manufactures bulk bags, was sold effective 1 November 2005 for R9 
million.                                                                        
GEOGRAPHICAL PERFORMANCE                                                        
Geographical overview                                                           
Rm                                  Profit from                                 
Continuing      Revenue             operations        Margin %                  
operations      2005      2004      2005       2004   2005   2004               
South Africa    11 270    11 868    1 054      1 158  9.4    9.8                
Rest of Africa  681       886       72         128    10.6   14.4               
Europe          3 831     4 882     230        94     6.0    1.9                
Intergroup                                                                      
eliminations    (199)     (457)                                                 
                15 583    17 179    1 356      1 380  8.7    8.0                
Discontinued                                                                    
operations                                                                      
South Africa    -         316       -          253                              
Total           15 583    17 495    1 356      1 633  8.7    9.3                
Group                                                                           
Sales from continuing operations declined 9% to R15.6 billion, of which 8% was  
attributable to the sale of Short Run plastics business and Peters Papers.      
Profit from continuing operations declined 1.7% due to the reduction in sales,  
weaker performance in some larger divisions, significant restructuring costs    
incurred during the year and the impact of hyper-inflation in Zimbabwe. European
profits were enhanced by sales of properties. The operating margin improved to  
8.7% from 8.0%.                                                                 
Many initiatives were completed during the year to reposition the group to      
better face the challenging business environment. This resulted in a number of  
abnormal items which are detailed below:                                        
* profit on sale of the Woburn Sands and other properties amounting to R428     
million;                                                                        
* European pension fund curtailment gain of R71 million following the conversion
of certain UK members from defined benefit to defined contribution;             
* gain of R60 million resulting from a change in the basis of valuing           
inventories;                                                                    
* retrenchment costs of R105 million and restructuring costs of R45 million     
arising mainly from the closure of two folding cartons factories and one        
plastics factory in the United Kingdom and several factory rationalisations in  
South Africa;                                                                   
* goodwill of R123 million written off in Cartons UK and Healthcare as a result 
of valuing the business at fair value;                                          
* impairment losses on plant and equipment of R29 million as a result of factory
closures;                                                                       
* pension fund curtailment loss of R174 million on disposal of the Short Run    
plastics business.                                                              
Net financing costs reduced by 31% to R104 million as a result of lower interest
rates in South Africa and a further reduction in net borrowings.                
Taxation declined from R522 million to R498 million whilst the effective tax    
rate increased from 34.8% to 38.8% partly due to impairment losses which do not 
qualify as a tax deduction against income, Secondary Tax on Companies (STC) and 
the recognition of some prior year tax charges following the receipt of         
assessments from the South African Revenue Service.                             
Headline earnings per share declined by 18% to 119.2c.                          
Cash generation was strong with R2 billion being generated from operating       
activities. Net gearing improved from 21% to 11%.                               
South Africa                                                                    
The South African economy enjoyed good growth in the past year and although     
demand for durable and semi-durable goods was buoyant, it was less so for non-  
durables upon which much of Nampak"s packaging depends. Low inflation and       
virtually no increase in the price of paper-based raw materials restrained      
selling prices. Direct and indirect exports were lower and accounted for 21% of 
packaging sales compared to 26% in 2004.                                        
Polymer prices increased substantially as a result of the rise in oil prices    
whilst tinplate steel prices increased well above local inflation as a result of
strong global demand for steel products.                                        
Overall, there was no growth in Nampak"s packaging volumes. Strong gains in     
rigid plastics, glass, closures and paper sacks were offset by declines in      
beverage cans, corrugated boxes, cartons and flexibles.                         
Substantial restructuring was undertaken, the costs of which contributed to     
profit from operations declining by 17%. Overall, stringent cost-management     
resulted in the operating margin remaining at a similar level to that of last   
year.                                                                           
Rest of Africa                                                                  
Both turnover and operating profit were substantially lower than last year as a 
result of hyper-inflation and massive currency depreciation in Zimbabwe which is
expected to continue. The new cartons factory in Nigeria performed well and     
approval has been given to expand this facility in 2006.                        
Europe                                                                          
Trading conditions in Europe remained highly competitive especially in the      
folding cartons sector and were exacerbated by some customers relocating to     
other countries. Market share in healthcare and plastic milk bottles was        
nevertheless increased.                                                         
Excluding the Short Run plastics business, which was sold effective 30 October  
2004, sales revenue in pounds was unchanged. Profit on the sale of the Woburn   
sands property, offset by the impairment of goodwill, retrenchment and          
restructuring costs and pension fund reorganisation, resulted in an increase in 
profit from operations.                                                         
Segmental Analysis                                                              
Metals and Glass                                                                
Rm                                Profit from      Operating                    
              Revenue             operations       margin %                     
2005      2004     2005     2004     2005   2004                  
Africa        4 521     4 603    665      562      14.7   12.2                  
Africa                                                                          
Overall profitability of this segment improved mainly due to a turnaround in the
glass bottle business following a difficult 2004.                               
Whilst beverage can volumes were lower than last year, the past six months saw  
better demand especially in the carbonated soft drinks sector.                  
Beverage container closures enjoyed good demand from growth in the carbonated   
soft drink and sports drink markets. Sales of closures for baby foods also      
experienced strong demand.                                                      
Sales of fish cans, which were affected by lower catches in the first half of   
the year, showed some recovery in the second half whilst demand for fruit and   
vegetable cans was in line with last year. Aluminium aerosol cans benefited from
buoyant consumer spending and ongoing substitution of tinplate cans. Paint can  
sales volumes also grew but not to the same extent as paint sales, with much of 
the increased demand being for paint packaged in plastic containers.            
The Kenyan business performed well following increased demand for fruit cans but
the Zimbabwean business was affected by raw material shortages as a result of a 
lack of foreign currency.                                                       
The glass bottle business recovered from a difficult 2004 and achieved better   
manufacturing efficiencies albeit not yet at acceptable levels. The involvement 
of Wiegand-Glas, who have acquired 50% of the business, is expected to result in
an improvement in factory output which will assist in meeting growing market    
demand.                                                                         
Paper                                                                           
Rm                                Profit from      Operating                    
             Revenue              Operations       margin %                     
             2005      2004       2005       2004  2005    2004                 
Africa       4 745     5 473      222        348   4.7     6.4                  
Europe       2 585     2 815      (132)      85    (5.1)   3.0                  
Total        7 330     8 288      90         433   1.2     5.2                  
Africa                                                                          
Profits from this segment were lower due mainly to reduced contributions from   
the corrugated container, cartons and labels and toilet tissue businesses.      
A reduction in demand from the agricultural sector, due to drought in the       
Western Cape and increased overcapacity in the corrugated container industry    
resulted in lower margins. Substantial restructuring was undertaken and together
with investment in new printing technology, an improved performance is expected 
in 2006.                                                                        
Good growth was achieved in detergent cartons, bag-in-the-box containers and    
labels whilst tobacco packaging suffered from reduced exports and lower demand. 
Demand for folding cartons was also affected by reduced direct and indirect     
exports and lower off-take from customers in the confectionery sector. Factory  
rationalisation that will be completed in the first quarter of 2006 will result 
in lower costs and better capacity utilisation in the year ahead.               
The Nigerian cartons operation, which was established in a temporary facility in
record time, performed well.                                                    
Paper sacks benefited from strong cement sales as a result of increased activity
in the construction industry. Depressed conditions in the local textile industry
resulted in lower demand for cores and tubes.                                   
Sales volumes of two-ply toilet tissue and diapers were well ahead of last year,
and although there was also strong demand for one-ply toilet tissue, there was  
intense pressure on selling prices. The tissue-converting operation in Mobeni,  
Durban was closed and will result in cost-savings in the year ahead.            
Europe                                                                          
The folding carton market in the United Kingdom remained highly competitive,    
characterised by pressure on selling prices and loss of business as a result of 
the relocation of some customers out of the United Kingdom. Two factories were  
closed, one in Leicester and the other in Leeds. The major equipment upgrade at 
the Cockburn Fields, Leeds factory was completed. Restructuring costs of some   
R45 million were incurred and a loss was recorded for the year. Goodwill of R123
million was written off as a result of valuing the business at fair value.      
The operations on the Continent continued to perform well.                      
In the Healthcare sector, some market share was gained but the highly           
competitive environment resulted in a squeeze on margins which is likely to     
continue in the year ahead.                                                     
Plastics                                                                        
Rm                               Profit from       Operating                    
Revenue            Operations        margin %                     
              2005       2004    2005        2004  2005   2004                  
Africa        2 685      2 678   188         265   7.0    9.9                   
Europe        1 074      1 848   293         (35)  27.3   (1.9)                 
Total         3 759      4 526   481         230   12.8   5.1                   
Africa                                                                          
The decline in profitability of this segment was due to the extremely difficult 
conditions in flexible packaging markets.                                       
Shopping bag sales suffered from low-priced imports whilst the films market     
remained highly competitive. Higher value flexible packaging sales were affected
by imports of packaging and consumer goods which reduced demand from local      
customers. Exports were also lower as a result of the strong rand and punitive  
import duties in Nigeria.                                                       
Buoyant demand in South Africa for both carbonated soft drinks and juice        
resulted in substantial growth of PET bottles. Sales volumes of high density    
plastic bottles for milk and juice exceeded last year. Higher polymer raw       
material costs could not, in all instances, be fully recovered.                 
Demand for toothpaste tubes was affected by the importation of filled product,  
whilst tubs, for a variety of foodstuff, showed good growth. The strong demand  
for beverages led to higher sales of plastic crates. Large drum sales were      
better than last year.                                                          
Europe                                                                          
The Short Run plastics business was disposed of, effective 30 October 2004.     
The plastic milk bottle business acquired two in-plant operations with long-term
supply contracts thereby strengthening its position as the leading supplier to  
the United Kingdom dairy industry. The Littleborough factory was closed and the 
capacity relocated to other operations. Profitability, which was enhanced       
through the sale of the Woburn Sands property, was however affected by a lag in 
recovering polymer prices.                                                      
Group services                                                                  
Rm                                                Profit from                   
                         Revenue                  operations                    
2005      2004           2005   2004                   
Africa                                            51     111                    
Europe                   172       218            69     44                     
Intergroup eliminations  (199)     (457)                                        
Total                    (27)      (239)          120    155                    
Group services comprise corporate functions, procurement, treasury and property 
rentals. Head office costs, both in South Africa and Europe, were reduced as    
part of a cost-reduction programme.                                             
Africa                                                                          
The decline in profits was due to an increase in the amortisation of the ERP    
system and the inclusion in 2004 of a refund from the Malbak disability fund.   
Europe                                                                          
Profits were impacted by the transfer of the costs relating to the Cartons head 
office to Group services, which were previously included in the operating       
results.  This was offset by a curtailment gain on restructuring the defined    
benefit pension fund.                                                           
ACCOUNTING POLICIES                                                             
The group prepares its annual financial statements in accordance with South     
African Statements of Generally Accepted Accounting Practice. The principal     
accounting policies have been applied consistently with the previous year except
for the changes set out below.                                                  
IFRS3 Business Combinations was adopted by the group in the previous financial  
year. In terms of this standard, with effect from 1 October 2004, the accounting
for previously recognised goodwill has changed. All accumulated amortisation has
been set off against the cost of goodwill and the revised carrying amount is no 
longer amortised. Negative goodwill is no longer recognised on the balance sheet
and the carrying amount of R68 million has been taken directly to accumulated   
profits.  In conjunction with IAS36 Impairment of Assets, the methodology       
adopted to test the carrying amount of goodwill for impairment has also changed.
Previously the group tested goodwill for impairment on a total acquisition      
basis. The standard now requires that goodwill be allocated and tested for      
impairment on a cash generating unit basis. Applying this basis, the goodwill   
allocated to the Cartons UK and Ireland businesses has been fully impaired by   
R123 million.                                                                   
The group elected to early adopt IAS21 The Effects of Changes in Foreign        
Exchange Rates as this standard has a direct impact on the accounting treatment 
for goodwill following the adoption of IFRS3 Business Combinations. Goodwill,   
previously denominated in rand that relates to acquisitions whose functional    
currency is not rand denominated has been restated to these respective          
functional currencies and translated at the closing rate. The impact on the     
balance sheet has been a reduction in the carrying amount of goodwill of R150   
million and a similar reduction in the foreign currency translation reserve in  
equity.                                                                         
AUDITED RESULTS                                                                 
The consolidated financial statements for the year have been audited by Deloitte
& Touche and the accompanying unqualified audit report as well as their         
unqualified audit report on this set of summarised financial information is     
available for inspection at the registered office of the company. The annual    
report will be posted to shareholders in December.                              
DIRECTORATE                                                                     
Mr RP Becker resigned on 31 May 2005.                                           
Mr AM Marthinusen retired on 31 July 2005 and Mr BP Connellan resigned on 28    
September 2005.                                                                 
Messrs TN Jacobs and RJ Khoza were appointed directors, effective 1 October     
2005.                                                                           
PROSPECTS                                                                       
In South Africa the recent improvement in spending on non-durable goods is      
expected to continue in the coming year and together with a more stable rand    
should benefit Nampak"s sales. This, together with the lower cost base and      
improved outlook for the paper and flexible packaging businesses, is expected to
result in an improvement in operating performance in the coming year.           
In the rest of Africa, the Nigerian cartons operation is budgeted to contribute 
significantly to profits in the region.                                         
In Europe, a turnaround in the United Kingdom folding cartons business is       
expected to result in a substantial improvement in trading profit.              
The group expects to deliver a solid improvement in headline earnings in 2006.  
DECLARATION OF ORDINARY DIVIDEND NO.74                                          
Notice is hereby given that a final dividend No.74 of 56.6 cents per share      
(2004: 56.6 cents) has been declared in respect of the year ended 30 September  
2005, payable to shareholders recorded as such in the register at the close of  
business on the record date, Friday 13 January 2006, making a total distribution
for the year of 83.6 cents (2004: 83.6 cents). The last day to trade to         
participate in the dividend is Friday 6 January 2006. Shares will commence      
trading "ex" dividend from Monday 9 January 2006.                               
The important dates pertaining to this dividend are as follows:                 
Last day to trade ordinary shares "cum"    Friday 6 January 2006                
dividend                                                                        
Ordinary shares trade "ex" dividend        Monday 9 January 2006                
Record date                                Friday 13 January 2006               
Payment date                               Monday 16 January 2006               
Ordinary share certificates may not be dematerialised or re-materialised between
Monday 9 January 2006 and Friday 13 January 2006, both days inclusive.          
On behalf of the board                                                          
T Evans   G E Bortolan             Sandton                                      
Chairman  Chief executive officer  23 November 2005                             
Non-executive directors:                                                        
T Evans (Chairman), PL Campbell*, DA Hawton*, MM Katz*, RJ Khoza, KM Mokoape*,  
ML Ndlovu*, MH Visser, RA Williams*                                             
*Independent                                                                   
Executive directors:                                                            
GE Bortolan (Chief executive officer), N Cumming, TN Jacobs, AS Lang (British)  
Secretary:  NP O"Brien                                                          
Registered office:                                                              
Nampak Centre, 114 Dennis Road                                                  
Atholl Gardens, Sandton 2196                                                    
South Africa                                                                    
(PO Box 784324, Sandton 2146                                                    
South Africa)                                                                   
Telephone: +27 11 719 6300                                                      
Share registrar:                                                                
Computershare Investor                                                          
Services 2004 (Pty) Limited                                                     
70 Marshall Street                                                              
Johannesburg 2001, South Africa                                                 
(PO Box 61051, Marshalltown 2107                                                
South Africa)                                                                   
Telephone: +27 11 370 5000                                                      
Sponsor:                                                                        
UBS South Africa (Pty) Limited                                                  
These results and a presentation to analysts and shareholders are available on  
the group"s website.                                                            
Supplementary information                                                       
Operating                              AC 133 fair                  
            profit as                              value                        
            reported            Abnormal Items     adjustments                  
              2005      2004    2005      2004     2005     2004                
Rm        Rm      Rm        Rm       Rm       Rm                  
Metals and    665       562     (16)      11       (2)      (31)                
Glass                                                                           
Africa                                                                          
Paper                                                                           
Africa        222       348     57        49       11       (28)                
Europe        (132)     85      195       22       -        -                   
Plastics                                                                        
Africa        188       265     8         (4)      2        (9)                 
Europe        293       (35)    (221)     119      -        -                   
NamITech      -         253     -         (213)    -        (2)                 
Africa                                                                          
Group                                                                           
services                                                                        
Africa        51        111     (16)      (5)      (1)      1                   
Europe        69        44      (66)       -       -        (2)                 
Total         1 356     1 633   (59)      (21)     10       (71)                
                                 Operating         Margins                      
               FEC costs         profit before     before                       
               on plant and      abnormal          abnormal                     
equipment         items             items                        
               2005     2004     2005    2004     2005     2004                 
               Rm       Rm       Rm      Rm       %        %                    
Metals and     -        19       647     561      14       12                   
Glass                                                                           
Africa                                                                          
Paper                                                                           
Africa         -        1        290     370      6        7                    
Europe         -        -        63      107      2        4                    
Plastics                                                                        
Africa         1        1        199     253      7        9                    
Europe         -        -        72      84       7        5                    
NamITech       -        -        -       38       -        12                   
Africa                                                                          
Group                                                                           
services                                                                        
Africa         -        -        34      107                                    
Europe         -        -        3       42                                     
Total          1        21       1 308   1 562    8        9                    
Basis of calculation                                                            
Abnormal items are defined as items of income and expenditure which do not arise
from normal trading activities or are of such a size, nature or incidence that  
their disclosure is relevant to explain the performance for the year.           
The fair value adjustments under AC 133 are all calculated using the "mark-to-  
market" methodology.                                                            
Forward exchange contract costs on fixed assets are calculated as the difference
between the spot rate on the date risks and rewards of ownership on the         
underlying transaction pass and the forward rate per the financial instrument.  
Date: 23/11/2005 02:20:49 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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