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Thu 24 Nov 2005, 15:31 Johnnic Holdings - Reviewed Interim Financial Resu
Johnnic Holdings - Reviewed Interim Financial Results for the six months ended  
                   30 September 2005                                            
Johnnic Holdings Limited                                                        
("Johnnic" or "the Company")                                                    
Incorporated in the Republic of South Africa                                    
Registration number 1889/000429/06                                              
Share code: JNC- ISIN: ZAE000024352                                             
Reviewed Interim Financial Results for the six months ended 30 September 2005   
Highlights                                                                      
- Headline earnings (pro forma) up 79% to R59 million                           
- Proposed acquisition of a further 25% interest                                
in Tsogo Investment Holdings                                                  
COMMENTARY                                                                      
OVERVIEW                                                                        
Johnnic is an investment holding company with interests in hotels and gaming,   
exhibitions and property. Its major assets currently comprise the following:    
- 28,7% effective interest in Suncoast Casino (through Durban Add-Ventures);    
- 4,85% effective interest in Tsogo Sun Holdings (Proprietary) Limited ("Tsogo  
Sun"), with a further 4,85% effective interest subject to arbitration;          
- 100% of Gallagher Estate Holdings Limited ("Gallagher") and Johnnic           
Properties; and                                                                 
- Cash resources.                                                               
The Company is focused on fulfilling its stated intentions to become a pure     
hotels and gaming player, as a means of maximising shareholder value.           
Johnnic"s current asset portfolio is substantially different to that held in the
prior interim period, when the Company still held a 62,5% interest in the now   
unbundled Johnnic Communications Limited ("Johncom"). To enable better          
appreciation of Johnnic"s ongoing businesses, a pro forma consolidated income   
statement has been presented for the current and prior periods using consistent 
accounting policies and excluding Johncom"s contribution for the six months to  
30 September 2004.                                                              
Likewise, all comparison to the prior year numbers (as amended by IFRS) in this 
commentary on results relate to the pro forma consolidated income statement.    
FINANCIAL RESULTS                                                               
Revenue increased by 36% to R72 million (2004: R53 million) on the back of      
improved performance from the exhibition business. Profit from operations before
exceptional items rose by 57% to R11 million (2004: R7 million).                
Net finance income increased by 59% to R43 million (2004: R27 million)          
reflecting the cash positive position of the Group.                             
Headline earnings increased by 79% to R59 million (2004: R33 million) resulting 
in a 75% growth in headline earnings per share to 35 cents per share (2004: 20  
cents per share).                                                               
Attributable earnings increased by 97% to R59 million (2004: R30 million) with  
attributable earnings per share up 94% to 35 cents per share (2004: 18 cents per
share).                                                                         
DIVISIONAL REVIEW                                                               
GAMING INTERESTS                                                                
Suncoast Casino                                                                 
The trading performance of Suncoast Casino has improved consistently since the  
completion of Phase 2 in June 2003. Revenue rose 22%, period-on-period, which   
translated into a 50% increase in casino management fees earned by Durban Add-  
Ventures from Tsogo Sun KwaZulu-Natal.                                          
Tsogo Sun                                                                       
Favourable trading conditions have resulted in continued growth in the gaming   
market and improved performance in the hotels and gaming operations. Equity     
accounted earnings from Tsogo Sun amounting to R10 million have been included in
the results.                                                                    
EXHIBITION AND PROPERTY INTERESTS                                               
Gallagher                                                                       
Gallagher has continued to perform strongly, with revenue increasing by 60% over
the prior comparative period. The rental income from the Pan African Parliament 
as well as higher volume of business has bolstered Gallagher"s trading          
performance.                                                                    
Johnnic Properties                                                              
Johnnic Properties disposed of its residual interests in the Atlantic Beach     
Development and Main Place Properties realising a profit on these disposals of  
R6 million.                                                                     
FINANCIAL POSITION                                                              
Johnnic"s total assets decreased from R2 027 million at 30 September 2005 to R1 
787 million at the end of the period. Cash and cash equivalents decreased from  
R1 505 million to R1 242 million at 31 March 2005 mostly due to the tax paid on 
the Johncom unbundling. Future commitments are as follows: R300 million         
corporate guarantee; a R192 million casino equity guarantee, R148 million for   
the second trance in FIH, and R88 million of other liabilities.                 
LEGAL ACTIONS AND HCI OFFER                                                     
The period under review has been characterised by protracted negotiations and   
legal wranglings between Johnnic and investment holding company, Hosken         
Consolidated Investments Limited ("HCI"), regarding Tsogo Investment Holding    
Company (Proprietary) Limited ("TIH"). The developments are summarised as       
follows:                                                                        
- HCI acquired a 20,7% stake in Johnnic on the open market at the beginning of  
April 2005, effectively boosting Johnnic"s empowerment shareholding.            
- HCI"s interest in Johnnic has subsequently increased to approximately 40%,    
bolstered in particular by HCI"s acquisition on 1 July 2005 of the 9,9% stake in
Johnnic originally purchased by listed gaming group Gold Reef Casino Resorts    
Limited.                                                                        
- HCI made a mandatory offer to Johnnic minority shareholders, which has been   
revised twice.                                                                  
- The Johnnic board has, upon advice from independent advisors, advised         
shareholders to reject the HCI offer, believing that it not only undervalues    
Johnnic"s shares, but also will deny shareholders the opportunity to participate
in the value that Johnnic"s hotels and gaming strategy has the potential to     
unlock.                                                                         
- Johnnic has embarked on several actions to protect its rights and further its 
gaming interests.                                                               
Shareholders are reminded that HCI"s continued holding of its 40% shareholding  
in Johnnic and any other shares acquired pursuant to the offer is subject to the
approval of the competition authorities and the relevant gaming authorities.    
With regard to Johnnic"s acquisition of a 50% stake in Fabcos Investment Holding
Company Limited ("FIH") from Fabvest Investment Holdings Limited ("Fabvest"),   
effectively giving Johnnic a 9,7% share in Tsogo Sun, Johnnic had fulfilled the 
suspensive conditions relating to the second tranche of the transaction by the  
due date of 30 June 2005. However, Fabvest has disputed that the conditions     
precedent have been fulfilled. Johnnic has enforced its rights by referring the 
matter to arbitration.                                                          
POST-BALANCE SHEET EVENTS                                                       
Johnnic and the shareholders of Nafcoc Investment Holding Company Limited       
("Nafhold") ("the Nafcoc Vendors") have reached agreement in terms of which     
Johnnic will acquire the entire issued share capital of Nafhold for a           
consideration of R675 million, to be settled in cash and by the issue of shares 
in Johnnic to the Nafcoc Vendors. Nafhold will restructure all of its assets,   
other than its shareholding in TIH, by transferring the non-TIH assets to a     
separate Nafcoc entity/ies. Accordingly, the proposed transaction will result in
Johnnic acquiring 100% of Nafhold, with Nafhold"s primary asset being a 25%     
shareholding in TIH, which in turn owns a 51% interest in Tsogo Sun.            
The rationale for the proposed transaction is to increase Johnnic"s exposure to 
good quality gaming assets, while at the same time significantly enhancing its  
empowerment credentials at shareholder level. The acquisition will increase     
Johnnic"s effective shareholding in TIH to 34,5%. This shareholding in TIH will 
further increase to 44% should the outcome of the Johnnic/Fabvest arbitration   
process be favourable to Johnnic. The fact that Johnnic holds an effective      
interest of 28,7% of Suncoast Casino through Durban Add-Ventures, in addition to
the 34,5% effective shareholding in TIH, means that when the proposed           
transaction is implemented, gaming assets will represent in excess of 50% of    
Johnnic"s net asset value.                                                      
In addition to increasing Johnnic"s exposure to value adding gaming assets, the 
proposed acquisition is also being concluded in the spirit of black economic    
empowerment. By introducing the Nafcoc Vendors as shareholders in Johnnic, the  
empowerment credentials of Johnnic will be significantly enhanced.              
The Johnnic board is of the opinion that the proposed transaction is in line    
with the Company"s stated gaming strategy. Johnnic"s corporate advisors have    
considered the terms of the proposed transaction and have concluded that the    
terms are value enhancing to Johnnic shareholders. The Johnnic board therefore  
recommends that Johnnic shareholders vote in favour of the resolution necessary 
to approve and implement the acquisition of the entire issued share capital of  
Nafhold at a general meeting of shareholders.                                   
REQUISITION BY HCI                                                              
Johnnic continues to be the subject of a hostile take-over bid by HCI to acquire
the remainder of Johnnic shares. The closing date for the offer has been made   
public by HCI as 2 December 2005. The offer is subject to regulatory approvals, 
including the competition and the gaming authorities, to the extent required.   
The HCI group"s continued 40% shareholding in Johnnic and any other shares      
acquired pursuant to the offer is subject to the approval of the competition    
authorities and the relevant gaming authorities, to the extent required.        
HCI has requisitioned a general meeting for the appointment of four HCI         
appointees as directors to the Johnnic board. Notice of this general meeting to 
be held at 11:00 on Monday, 12 December 2005 at Gallagher Estate, 19 Richards   
Drive, Midrand, Gauteng, was sent to shareholders on 8 November 2005.           
This is the second time that HCI has issued a requisition of general meeting    
seeking to have its nominees appointed onto the Johnnic board, having previously
been unsuccessful in doing so at the general meeting held on 30 June 2005, in   
having three of its nominees appointed to the Johnnic board.                    
The attention of Johnnic shareholders is drawn to the fact that, for as long as 
HCI is in competition with Johnnic for the control of TIH, having               
representatives of HCI on the Johnnic board would represent a conflict of       
interest and would therefore be prejudicial to Johnnic shareholders. The full   
details of the Johnnic board"s view regarding the hostile take-over bid of      
Johnnic by HCI is contained in the Offer Response Document posted to Johnnic    
shareholders on 15 August 2005. The view of the Johnnic board has not changed   
and the Johnnic board continues to believe that Johnnic is better positioned to 
realise value on its gaming strategy on a stand-alone basis.                    
PROSPECTS                                                                       
Going forward, Johnnic is well placed to build on its existing gaming and hotel 
interests and, accordingly, the board remains committed to actively pursue      
further investment opportunities in the rapidly expanding gaming and hotels     
sector. Details of the proposed acquisition of a further 25% in TIH from        
Nafhold, which will elevate Johnnic"s share to 34,5%, has been announced on 8   
November 2005.                                                                  
We remain hopeful, the current conflict between Johnnic and HCI will be resolved
in the near future, allowing Johnnic to continue implementing its hotels and    
gaming strategy and, in the process, maximise shareholder value while furthering
black economic empowerment in South Africa.                                     
In the interim, the Group"s interests in the gaming and hotels sector - namely  
Suncoast Casino and Tsogo Sun - are poised to benefit from the ongoing growth of
the local gaming and leisure industry.                                          
Ongoing improvements in the conference and exhibition industry hold similar     
promise for Gallagher.                                                          
DIVIDEND                                                                        
In light of the major unbundling by the Company to its shareholders of all its  
interests in Johncom by way of a distribution in specie, amounting to           
approximately R2,6 billion in March 2005 and the growth strategy that the       
Company has embarked on the directors have resolved not to declare a dividend   
for the period ended 30 September 2005.                                         
For and on behalf of the board                                                  
MC Ramaphosa                  KC Ramon                                          
Chairman                      Chief Executive Officer                           
23 November 2005                                                                
CONSOLIDATED INCOME STATEMENT                                                   
                                      Restated    Restated                      
                            Reviewed  reviewed    reviewed                      
                            6 months  6 months    12 months                     
ended     ended       ended                         
                            30 Sept   30 Sept     31 March                      
                            2005      2004        2005                          
For the period         Note Rm        Rm          Rm                            
Revenue                     72        2 006       4 226                         
Cost of sales               (14)      (1 237)     (2 533)                       
Gross profit                58        769         1 693                         
Operating expenses -        (43)      (585)       (1 240)                       
net                                                                             
Depreciation                (4)       (49)        (106)                         
Profit from                 11        135         347                           
operations before                                                               
exceptional items                                                               
Exceptional items      3    -         (12)        2 383                         
Profit from                 11        123         2 730                         
operations                                                                      
Finance costs               (2)       (27)        (37)                          
Finance income              45        40          115                           
Share of profits of         28        32          151                           
associates (after                                                               
taxation and minority                                                           
interests)                                                                      
Profit before               82        168         2 959                         
taxation                                                                        
Taxation                    (15)      (59)        (377)                         
Net profit for the          67        109         2 582                         
period                                                                          
Minority interests          (8)       (32)        (155)                         
Earnings attributable       59        77          2 427                         
to ordinary                                                                     
shareholders                                                                    
Attributable earnings       35        46          1 458                         
(cents)                                                                         
Analysis of earnings                                                            
Reconciliation                                                                  
between headline and                                                            
attributable earnings                                                           
Media and                   -         45          237                           
Entertainment                                                                   
Gaming                      24        3           28                            
Exhibition and              14        10          50                            
properties                                                                      
Interest and                21        20          49                            
corporate head office                                                           
Headline earnings           59        78          364                           
Exceptional items                                                               
after taxation                                                                  
and minority                -         (1)         2 063                         
interests                                                                       
Earnings attributable       59        77          2 427                         
to ordinary                                                                     
shareholders                                                                    
Earnings per share                                                              
(cents)                                                                         
- Media and                 -         27          142                           
Entertainment                                                                   
- Gaming                    15        1           17                            
- Exhibition and            7         6           28                            
properties                                                                      
- Corporate head            13        12          30                            
office                                                                          
Total headline              35        46          217                           
earnings (cents)                                                                
Number of ordinary          166 470   166 470     166 470                       
shares in issue                                                                 
("000)                                                                          
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT                               
(excluding media and entertainment businesses)                                  
6 months  6 months         12 months                     
                       ended     ended            ended                         
                       30 Sept   30 Sept          31 March                      
                       2005      2004      Change 2005                          
For the period         Rm        Rm        %      Rm                            
Revenue                72        53        36     113                           
Cost of sales          (14)      (10)             (23)                          
Gross profit           58        43        35     90                            
Operating expenses -   (43)      (33)             (98)                          
net                                                                             
Depreciation           (4)       (3)              (5)                           
Profit/(loss) from     11        7         57     (13)                          
operations before                                                               
exceptional items                                                               
Exceptional items      -         (3)              1 014                         
Profit from            11        4         175    1 001                         
operations                                                                      
Finance costs          (2)       -                -                             
Finance income         45        27               85                            
Share of profits of    28        1                28                            
associates (after                                                               
taxation and minority                                                           
interests)                                                                      
Profit before          82        32        156    1 114                         
taxation                                                                        
Taxation               (15)      (1)              26                            
Net profit for the     67        31        116    1 140                         
period                                                                          
Minority interests     (8)       (1)              (7)                           
Earnings attributable  59        30        97     1 133                         
to ordinary                                                                     
shareholders                                                                    
Attributable earnings  35        18        94     681                           
(cents)                                                                         
Analysis of earnings                                                            
Reconciliation                                                                  
between headline and                                                            
attributable earnings                                                           
Gaming                 24        3         700    28                            
Exhibition and         14        10        40     50                            
properties                                                                      
Interest and           21        20        5      49                            
corporate head office                                                           
Basic headline         59        33        79     127                           
earnings                                                                        
Exceptional items      -         (3)              1 006                         
after taxation and                                                              
minority interests                                                              
Earnings attributable  59        30        97     1 133                         
to ordinary                                                                     
shareholders                                                                    
Pro forma earnings                                                              
per share (cents)                                                               
Total headline         35        20        75     76                            
earnings (cents)                                                                
SUMMARISED CONSOLIDATED BALANCE SHEET                                           
Restated Restated                      
                               Reviewed  reviewed reviewed                      
                               30 Sept   30 Sept  31 March                      
                               2005      2004     2005                          
As at                          Rm        Rm       Rm                            
Assets                                                                          
Non-current assets             498       1 971    470                           
Tangible and intangible assets 231       836      234                           
Interests in associated        210       891      180                           
companies                                                                       
Investments and loans          26        70       21                            
Deferred taxation              31        152      35                            
Embedded derivatives           -         22       -                             
Current assets                 1 289     3 481    1 557                         
Bank balances, deposits and    1 242     693      1 506                         
cash                                                                            
Equities held as current       -         1 310    -                             
assets                                                                          
Other current assets           47        1 478    51                            
Total assets                   1 787     5 452    2 027                         
Equity and liabilities                                                          
Capital and reserves                                                            
Ordinary shareholders"         1 667     2 706    1 605                         
interests                                                                       
Minority interests             9         653      3                             
Total equity                   1 676     3 359    1 608                         
Non-current liabilities        30        397      37                            
Long-term liabilities          7         64       15                            
Provision for post-retirement  -         128      -                             
medical costs                                                                   
Operating leases equalisation  23        136      22                            
liability                                                                       
Share-based payment            -         32       -                             
liabilities                                                                     
Deferred taxation              -         37       -                             
Current liabilities            81        1 696    382                           
Payables and other current     79        1 498    381                           
liabilities                                                                     
Bank overdrafts and other      2         198      1                             
short-term borrowings                                                           
Total equity and liabilities   1 787     5 452    2 027                         
Net asset value per ordinary                                                    
share (rand)                                                                    
- book value                   10        20       10                            
STATEMENT OF CHANGES IN EQUITY                                                  
                                       Restated   Restated                      
                            Reviewed   reviewed   reviewed                      
                            6 months   6 months   12 months                     
ended      ended      ended                         
                            30 Sept    30 Sept    31 March                      
                            2005       2004       2005                          
                            Rm         Rm         Rm                            
Balance as at 1 April as    1 608      3 238      3 238                         
reported                                                                        
IFRS restatements           -          6          6                             
AC140 adjustment            -          120        120                           
Other restatements          -          (3)        (3)                           
Restated balance as at 1    1 608      3 361      3 361                         
April                                                                           
Earnings attributable to    59         77         2 427                         
ordinary shareholders                                                           
Earnings attributable to    8          32         155                           
minority interests                                                              
Dividends paid to minority  (1)        (17)       (18)                          
interests                                                                       
Distribution in specie      -          -          (2 571)                       
Johncom minority interests  -          -          (778)                         
unbundled                                                                       
Change in minority          -          4          5                             
interests                                                                       
Movement in the             2          (98)       (973)                         
revaluation reserve                                                             
arising on revaluation of                                                       
investments                                                                     
                            1 676      3 359      1 608                         
SUMMARISED CONSOLIDATED CASH FLOW STATEMENT                                     
Reviewed  Reviewed  Reviewed                      
                              6 months  6 months  12 months                     
                              ended     ended     ended                         
                              30 Sept   30 Sept   31 March                      
2005      2004      2005                          
For the period                Rm        Rm        Rm                            
Cash (outflows) inflows from  (257)     175       392                           
operating activities                                                            
Cash inflows (outflows) from  2         (259)     519                           
investing activities                                                            
Cash outflows from financing  (8)       -         (7)                           
activities                                                                      
Net (decrease) increase in    (263)     (84)      904                           
cash and cash equivalents                                                       
Cash and cash equivalents at  1 505     601       601                           
beginning of period                                                             
Cash and cash equivalents at  1 242     517       1 505                         
end of period                                                                   
GROUP SEGMENTAL ANALYSIS                                                        
                                Restated          Restated                      
Reviewed  reviewed          reviewed                      
                      6 months  6 months          12 months                     
                      ended     ended             ended                         
                      30 Sept   30 Sept           31 March                      
2005      2004      Change  2005                          
Business grouping     Rm        Rm        %       Rm                            
Revenue                                                                         
Media and             -         1 953     (100)   4 113                         
Entertainment                                                                   
Gaming and Properties 72        53        36      113                           
Gaming                6         4         50      9                             
Gallagher Estate      48        30        60      65                            
Johnnic Properties    18        19        (5)     39                            
Total                 72        2 006     (96)    4 226                         
Profit from                                                                     
operations before                                                               
exceptional items                                                               
Media and             -         129       (100)   362                           
Entertainment                                                                   
Gaming and Properties 24        12        100     20                            
Gaming                4         3         33      7                             
Gallagher Estate      14        6         133     13                            
Johnnic Properties    6         3         100     -                             
Corporate head office (13)      (6)       (117)   (35)                          
Total                 11        135       (92)    347                           
NOTES                                                                           
1. BASIS OF ACCOUNTING                                                          
These summarised consolidated interim financial statements have been prepared   
using accounting policies compliant with International Financial Reporting      
Standards ("IFRS"), and in accordance with IAS34: Interim Financial Reporting   
and the South African Companies Act. The date of the group"s transition to IFRS 
is 1 April 2004, and the interim and year-end 2005 financial statements have    
been restated accordingly. A significant associate, Tsogo Sun Group, is an      
unlisted entity and has not yet reported under IFRS as well as a Johncom        
associate, which could affect comparative figures until the date of unbundling. 
Any resultant restatements will be reported in Johnnic"s year-end results.      
As these financial statements are the Group"s first IFRS financial statements,  
IFRS1 was applied in their preparation. The following are the significant IFRS1 
exemptions which Johnnic elected to utilise:                                    
- Cumulative transition differences arising on the transaction of foreign       
operations were deemed to be zero at the date of transition to IFRS.            
- Financial instruments previously designated available-for-sale were           
redesignated as financial assets or financial liabilities at fair value through 
the income statement.                                                           
- The requirements of IFRS3: Business Combinations were not applied             
retrospectively for business combinations which occurred prior to Johnnic"s     
transition to IFRS.                                                             
The following new accounting policies were applied:                             
- Share-based payments: Outstanding cash-settled options are valued at each     
reporting date with the fair value being provided for, while the fair value of  
equity-settled instruments granted is recognised in income on a straight-line   
basis over the vesting period of the instruments.                               
- Tangible and intangible assets: Depreciation is based on historical cost, by  
component with reference to estimated useful life.                              
The reconciliation of attributable earnings as previously reported to           
attributable earnings as restated in this report is set out below:              
Cumulative 6 months  12 months                     
                             to         ended     ended                         
                             31 March   30 Sept   31 March                      
                             2004       2004      2005                          
Rm         Rm        Rm                            
Attributable earnings                   143       2 459                         
previously reported                                                             
IFRS restatements            4          (53)      (51)                          
Share-based payments         (26)       (14)      (21)                          
Adjustments to provisions    1          2         2                             
Tangible and intangible      31         1         (2)                           
assets                                                                          
Redesignation of financial   -          (45)      (35)                          
instruments                                                                     
Taxation                     (2)        3         5                             
Other restatements           (1)        (13)      19                            
M-Net/SuperSport AC133       -          (14)      -                             
impact recognised in income                                                     
Reversal of amortisation of  -          1         2                             
intangible assets with                                                          
indefinite useful lives                                                         
Operating leases accounted   (2)        -         -                             
for on straight-line basis                                                      
Taxation                     1          -         -                             
Change in exceptionals due   -          -         17                            
to IFRS restatement                                                             
Restated attributable                   77        2 427                         
earnings                                                                        
Total equity previously      3 238      3 470     1 608                         
reported                                                                        
Operating leases accounted   -          (64)      -                             
for on a straight-line                                                          
basis                                                                           
IFRS restatements            6          (49)      (29)                          
Other restatements           (3)        (23)      -                             
AC140 adjustment             120        -         -                             
Minority interest of         -          (67)      (28)                          
restatements                                                                    
                             3 361      3 267     1 551                         
Add back items which do not                                                     
impact total equity                                                             
Redesignation of financial   -          71        57                            
instruments                                                                     
M-Net/SuperSport AC133       -          21        -                             
impact recognised in income                                                     
Restated total equity        3 361      3 359     1 608                         
2. EARNINGS PER ORDINARY SHARE                                                  
The calculation of attributable earnings per ordinary share and basic headline  
earnings per ordinary share is based on attributable earnings of R59 million    
(2004: R77 million) and headline earnings of R59 million (2004: R78 million) and
a weighted average of 166 470 398 (2004: 166 469 592) ordinary shares in issue. 
No fully diluted earnings per ordinary share has been disclosed as the potential
dilution is not considered to be material.                                      
                                        Restated  Restated                      
                             Reviewed   reviewed  reviewed                      
                             6 months   6 months  12 months                     
ended      ended     ended                         
                             30 Sept    30 Sept   31 March                      
                             2005       2004      2005                          
                             Rm         Rm        Rm                            
3. EXCEPTIONAL ITEMS                                                            
Surplus arising on           -          -         1 275                         
unbundling                                                                      
Net surplus on disposal of   -          -         1 000                         
investments                                                                     
Adjustment (impairment) of   -          (15)      78                            
goodwill, investments, loans                                                    
and assets                                                                      
Fair value adjustment of     -          -         21                            
investment available for                                                        
sale                                                                            
Costs associated with        -          -         10                            
rationalisation and                                                             
restructuring                                                                   
Other                        -          3         (1)                           
Total                        -          (12)      2 383                         
4. CAPITAL EXPENDITURE       12         63        187                           
INCURRED                                                                        
5. CONTINGENT LIABILITIES                                                       
Guarantees                   492        495       492                           
Suncoast Casino                                                                 
- Equity guarantee secured   192        192       192                           
by cash deposits (refer to                                                      
note 6)                                                                         
- Corporate guarantee        300        300       300                           
Other                        -          3         -                             
Unconditional purchase       -          465       -                             
obligations - programme and                                                     
film rights                                                                     
Contingent liabilities       -          12        -                             
Total                        492        972       492                           
6. COMMITMENTS                                                                  
Second tranche - FIH         148        -         148                           
Commitments for capital                                                         
expenditure                                                                     
- authorised but not         -          112       51                            
contracted for                                                                  
The commitments will be funded from  existing cash                              
resources.                                                                      
7. LEASE COMMITMENTS                                                            
Operating leases                                                                
- within one year            4          87        4                             
- more than one year         65         674       67                            
Total                        69         761       71                            
8. REVIEW BY THE INDEPENDENT AUDITORS                                           
These interim financial results have been reviewed by our auditors, Deloitte &  
Touche, who have performed their review in accordance with the International    
Standard on Review Engagement 2400 "Engagements to review financial statements".
The scope of the review was to enable the auditors to report that nothing came  
to their attention that caused them to believe that the accompanying interim    
financial information is not fairly presented, in all material respects, in     
accordance with IFRS applicable to Interim Financial Reporting and the Companies
Act in South Africa.                                                            
A copy of their unqualified review report is available for inspection at the    
registered office of the Company.                                               
Without qualifying the opinion, the review report contains an emphasis of matter
paragraph drawing the user"s attention to the possible IFRS restatements in     
respect of Johnnic"s significant associate Tsogo Sun Group as well as possible  
comparative IFRS restatements arising from a Johncom associate until the date of
unbundling, as disclosed in note 1 above.                                       
Our auditors, Deloitte & Touche have issued a report on the pro forma           
information which is available at the Company"s registered office for           
inspection. This report concludes as follows: "Based on our review, nothing has 
come to our attention that causes us to believe that:                           
- the pro forma financial information has not been properly compiled on the     
basis stated;                                                                   
- such basis is inconsistent with the accounting policies of Johnnic;           
- the adjustments are not appropriate for the purposes of the unaudited pro     
forma income statement as disclosed in the interim announcement."               
9. LISTINGS REQUIREMENTS                                                        
This interim results announcement has been prepared in compliance with the      
Listings Requirements of the JSE Limited.                                       
10. CORPORATE GOVERNANCE                                                        
The Board endorses and is of the opinion that the Company adheres to the Code of
Corporate Practices and Conduct as set out in the King Report on Corporate      
Governance for South Africa 2002 ("King II"). The principles contained therein  
are reviewed from time to time to take into account appropriate changes and     
developments in the field of corporate governance, both locally and             
internationally.                                                                
DIRECTORS:                                                                      
MC Ramaphosa (Chairman), KC Ramon (Chief Executive Officer), CB Brayshaw, PE    
Burton, ACG Molusi, TRA Oliphant                                                
ALTERNATE DIRECTORS:                                                            
ZNA Cindi, PM Jenkins                                                           
COMPANY SECRETARY:                                                              
Routledge Modise Moss Morris                                                    
HEAD OFFICE AND REGISTERED OFFICE:                                              
Level 3 (West Wing), Gallagher House,                                           
Gallagher Estate,                                                               
19 Richards Drive, Midrand, 1685.                                               
PO Box 231, Johannesburg, 2000                                                  
AMERICAN DEPOSITARY RECEIPT ("ADR") PROGRAM:                                    
Cusip number 478058100. ADR to ordinary share 1:1                               
DEPOSITARY:                                                                     
The Bank of New York, 22nd Floor,                                               
101 Barclay Street, New York, N.Y. 10286, USA                                   
REGISTRAR:                                                                      
Computershare Investor Services 2004 (Pty) Limited                              
70 Marshall Street, Johannesburg, 2001.                                         
PO Box 61051, Marshalltown, 2107.                                               
Telephone number 0800 117472/(+27 11) 870 8201                                  
INFORMATION AGENT: Symphony Investor Communications (Proprietary) Limited       
1st Floor, 9 Fricker Road,                                                      
Illovo Boulevard, Illovo, 2196.                                                 
Postnet Suite #182,                                                             
Private Bag X31, Saxonwold, 2132                                                
Toll free number 0800 117 472,                                                  
International: +27 11 759 5451                                                  
SPONSOR:                                                                        
Merrill Lynch South Africa (Pty) Limited,                                       
138 West Street, Sandown, Sandton, 2196.                                        
PO Box 651987, Benmore, 2010                                                    
28,7%                                                                          
Suncoast                                                                        
4,85%                                                                           
Tsogo Sun Group                                                                 
100%                                                                            
Johnnic Properties                                                              
100%                                                                            
Gallagher Estate                                                                
These results may be viewed on the Internet at http://www.johnnic.co.za   e-    
mail: investor_relations@johnnic.co.za                                          
Date: 24/11/2005 03:32:28 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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