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Mon 20 Feb 2006, 13:20 Kagiso - Interim results and dividend for the six
KGM
 KGM                                                                             
Kagiso - Interim results and dividend for the six months ended 31 December 2005 
Kagiso Media Limited                                                            
(Registration number 1957/000036/06)                                            
("Kagiso Media" or "the company")                                               
Share code: KGM & ISIN: ZAE000014007                                            
Interim results and dividend declaration for the six months ended 31 December   
2005                                                                            
Highlights                                                                      
-    Broadcasting revenue up 13.2%                                              
-    Specialist publishing revenue up 18.3%                                     
-    Operating profit up 11.4%                                                  
-    Dividend of 40 cents per share                                             
Condensed consolidated interim balance sheet                                    
                                    31 December 31 December  30 June            
                                    2005        2004         2005               
(Restated)   (Restated)         
(R"000)                             (Unaudited) (Unaudited)  (Unaudited)        
Assets                                                                          
Non-current assets                  464 397     192 201      472 814            
- Property, plant and equipment     16 373      15 059       15 870             
- Intangible assets                 405 507     156 000      417 698            
- Investment in associates          42 517      21 142       39 246             
Current assets                      203 690     268 005      212 526            
- Inventory                         8 793       8 859        10 161             
- Deferred expenses                 15 405      13 577       7 202              
- Trade and other receivables       138 053     137 933      105 338            
- Sinking fund                      17 090      -            8 403              
- Cash and cash equivalents         24 349      107 636      81 422             
Total assets                        668 087     460 206      685 340            
Equity                                                                          
Capital and reserves attributable   291 230     219 926      291 835            
to company equity holders                                                       
Minority interest                   102 153     15 200       100 840            
Total equity                        393 383     235 126      392 675            
Liabilities                                                                     
Non-current liability               172 834     91 929       175 840            
- Preference shares                 82 500      82 500       82 500             
- Deferred income tax               90 334      9 429        93 340             
Current liabilities                 101 870     133 151      116 825            
- Deferred revenue                  22 143      17 226       20 943             
- Trade and other payables          71 058      86 807       73 254             
- Current income tax                8 669       29 118       22 628             
Total liabilities                   274 704     225 080      292 665            
Condensed consolidated interim income statement                                 
                            Six                              Twelve             
                             months ended                    months             
                                                             ended              
31 December  31 December Change  30 June            
                            2005         2004                2005               
                                         (Restated)          (Restated)         
(R"000)                     (Unaudited)  (Unaudited) %       (Unaudited)        
Revenue                     273 925      266 264     2.9     527 031            
Operating profit            125 866      112 954     11.4    203 591            
Depreciation and            (17 891)     (9 964)             (31 788)           
amortisation                                                                    
Operating profit after      107 975      102 990             171 803            
depreciation and                                                                
amortisation                                                                    
Net finance income          2 945        2 771               6 936              
Preference dividend         (3 057)      (1 331)             (4 399)            
Share of results of         3 799        4 408               5 964              
associates before tax                                                           
Profit before tax           111 662      108 838             180 304            
Tax                         (43 396)     (40 910)            (73 607)           
Profit for the year         68 266       67 928      0.5     106 697            
Minority shareholders       (13 311)     (11 163)            (13 891)           
Net profit for the period   54 955       56 765      (3.2)   92 806             
Earnings per share                                                              
Normalised earnings per share     46.3        39.3               72.7           
(cents)                           41.5        43.3               70.7           
Earnings per share                41.7        43.4               70.8           
- basic (cents)                                                                 
- diluted (cents)                                                               
Number of shares in issue         132 462     131 243            131 321        
(`000s)                                                                         
Weighted average number of        131 891     130 754            131 021        
shares in issue (`000s)                                                         
Reconciliation of normalised earnings                                           
Net profit for the  period        54 955      56 765      (3.2)  92 806         
Amortisation of intangible                                -                     
assets as per IFRS 3, net of tax  2 756       -                  5 052          
and minorities" share                                                           
Benefits from biennial            -           (3 841)     -      (3 841)        
exhibitions                                                                     
Normalised earnings               57 711      52 924      9.0    94 017         
Condensed consolidated statement of changes in capital and reserves attributable
to company equity holders                                                       
Six                      Twelve              
                                   Months ended              months             
                                                            ended               
                                   31 December  31 December 30 June 2005        
2005         2004                            
                                                (Restated)  (Restated)          
(R"000)                            (Unaudited)  (Unaudited) (Unaudited)         
Shareholders" interest at the      291 835      146 118     146 118             
beginning of the period as                                                      
previously reported                                                             
IFRS restatements                  -            69 688      69 688              
                                   291 835      215 806     215 806             
Issue of new shares, net of share  2 496        2 073       2 278               
issue expenses                                                                  
Revaluation of intangible assets   -            -           90 595              
acquired in subsidiary                                                          
Share entitlement expenses         227          404         627                 
Net profit for the period          54 955       56 765      92 806              
Dividend paid                      (58 283)     (55 122)    (110 277)           
Shareholders" interest at the end  291 230      219 926     291 835             
of the period                                                                   
Condensed consolidated interim cash flow statement                              
                                   Six                      Twelve              
                                   months ended             months ended        
31 December  31 December 30 June 2005        
                                   2005         2004                            
                                                (Restated)  (Restated)          
(R"000)                            (Unaudited)  (Unaudited) (Unaudited)         
Cash flows from operating                                                       
activities                                                                      
Cash generated by operating        126 093      112 953     203 395             
activities                                                                      
Increase in working capital        (40 544)     (46 795)    (9 370)             
Net cash inflow from operating     85 549       66 158      194 025             
activities                                                                      
Net finance income                 2 945        2 771       5 591               
Tax paid                           (59 834)     (21 291)    (63 919)            
Dividend paid to group             (58 283)     (55 122)    (110 277)           
shareholders                                                                    
Dividend paid to preference        (3 054)      -           (3 054)             
shareholders                                                                    
Dividend paid to minority          (12 000)     -           (20 000)            
shareholders                                                                    
Net cash (outflow)/inflow from     (44 677)     (7 484)     2 366               
operating activities                                                            
Cash flows from investing          (6 204)      (57 763)    (85 632)            
activities                                                                      
Net additions to property, plant   (6 204)      (4 301)     (5 224)             
and equipment                                                                   
Additions to intangible assets     -            (82)        (2 673)             
Investment in subsidiary, net of   -            (53 380)    (44 709)            
cash acquired                                                                   
Investment in associate, net of    -            -           (17 735)            
cash acquired                                                                   
Loan to associate                  -            -           (15 291)            
Cash flows from financing          (6 192)      84 571      76 375              
activities                                                                      
Proceeds from issue of new                                                      
shares, net of share issue                                                      
expenses                                                                        
- ordinary shares                 2 495        2 073       2 278               
 - preference shares               -            82 498      82 500              
 - movement on preference share    (8 687)      -           (8 403)             
sinking fund                                                                    
Net (decrease) / increase in cash  (57 073)     19 324      (6 891)             
and cash equivalents                                                            
Cash and cash equivalents at       81 422       88 312      88 313              
beginning of the period                                                         
Cash and cash equivalents at end   24 349       107 636     81 422              
of the period                                                                   
1. Comments on results                                                          
General                                                                         
Kagiso Media is pleased to announce an increase in operating profit of 11.4% for
the six months to 31 December 2005, over that recorded in the comparative       
period.  The company posted earnings per share of 41.5 cents compared to 43.3   
cents in the same period last year. If these results are adjusted for infrequent
events at Kagiso Exhibitions, as well as accounting for the purchase of the     
additional stake in Jacaranda according to IFRS guidelines recorded in the month
of June 2005, normalised earnings increased by 9%.                              
The performance of each operation in respect of revenue and the operating profit
margin are discussed in more detail in 3 below.                                 
Revenue                                                                         
Revenue for the period under review increased by 2.9% in absolute terms over    
that of the comparative period, but by 13.1% on a directly comparable basis if  
the revenue of R24.0m attributable to the infrequent events at Kagiso           
Exhibitions are considered. This performance is as a result of the revenue      
growth at East Coast Radio (9.4%), Jacaranda (8.2%) and LexisNexis Butterworths 
(18.3%).                                                                        
Operating profit                                                                
Operating profit margin                                                         
The overall operating profit margin improved from 42.4% in the comparative      
period, to 46.0% in the six months under review, mainly as a result of the      
consolidation of the high-margin earnings from Jacaranda since 1 August 2004,   
and the improvement in margins in the broadcasting division and specialised     
publishing divisions.                                                           
Net finance income                                                              
Despite the lower than before cash balances at the end of the period, the       
finance income received for the period increased by 6%. The interest received   
from funds deposited in the sinking fund assisted with this positive result.    
This fund was established in accordance with the agreement entered into with the
preference shareholders, i.e. that 10% of the outstanding amount be deposited   
into a fund every six months and kept separate from normal business cash-flow   
utilisation. Eventually this fund will be utilised to redeem these shares.      
Preference dividend                                                             
The preference dividend pertains to the preference shares issued in October and 
December 2004. This funding was utilised to purchase the minority interest in   
the two P4 radio stations. The full impact of this arrangement is evident in the
129.6% increase.                                                                
Associates                                                                      
The results recorded from the associates, include 24.9% from OFM, 33.3% economic
interest in Heart 104.9 (ex P4 Cape Town), 33.3% economic interest in           
iGagasi99.5 (ex P4 KZN) and 25.1% of the economic interest in Kaya FM. This     
composition is different from the previous period where income from associates  
comprised 42.5% and 24.9% from Jacaranda and OFM respectively.                  
Taxation                                                                        
The effective tax rate increased from 37.6% in the comparative period to 38.9%  
in the six months to 31 December 2005, mainly due to the fact that the Secondary
Tax on Companies ("STC") charge in the current period is relatively high        
compared to the earnings of the company. As the company continues to maintain a 
high dividend policy, the effective tax rate will remain above 35%.             
Minorities" share of profits                                                    
Minorities own a collective 40% of Jacaranda. The increase in profits           
attributable to the minority shareholders" resulted from the additional month"s 
revenue consolidated in 2005 as well as the increased performance at this       
station for the period under review.                                            
Review of operations                                                            
During the period under review, and in the comparative period (restated),       
revenue, operating profit and earnings were contributed by the group"s business 
segments as follows:                                                            
Segmental analysis for the six months ended 31 December                         
               Revenue           Operating profit    Earnings                   
               2005     2004     2005     2004       2005      2004             
(R"000)                                   (Restated)           (Restated)       
Head-office    1 329    758      (4 183)  (3 658)    (15 123)  (10 679)         
Broadcasting   187 532  165 667  104 727  90 790     57 426    53 029           
Specialist     64 387   54 404   24 345   18 502     14 436    10 642           
publishing                                                                      
Exhibitions    20 677   45 435   977      7 320      (1 784)   3 773            
Total          273 925  266 264  125 866  112 954    54 955    56 765           
Head-office                                                                     
The group"s share of STC in all the subsidiaries, joint ventures and associates,
as well as any deferred tax movement in respect of STC credits, are allocated to
the head-office segment.                                                        
Broadcasting                                                                    
General                                                                         
Revenue for the broadcasting segment increased by 13.2%; and earnings increased 
by 8.3% to R57.4m in the period under review. The performance is mainly         
attributed to the continued aggressive discounting by television and current    
advertising growth being driven by the retail sector that tends to favour print 
rather than radio. Listenership results for the quarter September to December   
2005 were released at the end of January 2006. Jacaranda, Heart 104.9 (ex P4    
Cape Town) and OFM increased market share while East Coast Radio and iGagasi99.5
(ex P4 KZN) were stable.                                                        
East Coast Radio                                                                
East Coast Radio revenue increased by 9% over the comparative six months, with  
most of the growth attributable to the performance of the local sales team who  
continued positioning themselves stronger throughout the region. Costs were     
contained and the station"s attractive operating profit margin was maintained at
above 55%. East Coast Radio was launched on Worldspace radio on 25 November     
2005. During the month of December they once again successfully ran the Toy     
Story campaign through which toys were delivered to more than 50 hospitals.     
Jacaranda 94.2                                                                  
According to the Adex results for the calendar year to date, Jacaranda became   
the top revenue earning station in South Africa for the first time. Revenue for 
the six months increased by 8% and operating profit margin was in line with     
expectations.                                                                   
The programming changes effected at Jacaranda at the start of the year have     
borne results. In the recently released Rams results, Jacaranda has increased   
its core LSM 6-10, 25-49 listeners in Gauteng year-on-year by 12%.              
A new satellite-broadcasting studio was launched at Monte Casino, Fourways where
live broadcasting is done over the weekends and holidays. The RMfm station also 
started with live broadcasts from Polokwane, improving the quality of the       
transmission, in return increasing the listenership and revenue streams.        
OFM                                                                             
OFM"s revenue improved by 5% over the previous financial year. The decrease in  
the growth performance compared to the comparative period of 13% was the result 
of a change in the pricing policy. All indicators confirm that the strategy now 
being successfully completed will allow a stronger, more sustainable basis for  
effective and efficient pricing into the future. The benefits flowing from the  
new transmitter in Sasolburg are anticipated to improve the revenue stream in   
the next six months.                                                            
RadMark                                                                         
A new managing director, with extensive experience in the advertising industry, 
was appointed in November 2005 resulting in a renewed effort and focus on       
performance. RadMark"s revenue increased by 5% off a high base compared to the  
last year"s six months results. The latest Adex reports indicate RadMark"s      
advertising revenue share to be stable at 27%.                                  
Specialist publishing                                                           
LexisNexis Butterworths increased revenue 18% (23% in 2004) and is now          
contributing 26% (19% in 2004) to the group"s earnings. Strong performance by   
all its product ranges, especially print subscriptions and on-line products     
attributed to this outstanding performance. On-line products now amount to 23%  
of revenue. The business from the rest of the continent should contribute about 
5% to total revenue. The operating profit margin increased from 34% in the      
comparative six months to 38% in the period to 31 December 2005.                
Exhibitions                                                                     
South Africa"s official participation at the AICHI 2005 World Expo in Japan was 
planned and designed by the new Cape Town office which was opened a year ago.   
This expo was successfully completed in September and South Africa received the 
silver medal for medium sized exhibitions at this trade show. Two other main    
shows were staged in the last six months, i.e. the Saitex show at Gallagher     
Estates and the House and Garden show in Durban. The Auto Africa and Aerospace  
shows, being biennial exhibitions, will only be held in the 2007 financial year,
thus the main reason for the decrease in the revenue of 54% compared to the     
previous period.                                                                
This division will stage various initiatives during the next six months,        
including the Rand Show in Johannesburg, the Design for Living show in Cape Town
and various other successful tenders recently awarded. This includes a mandate  
with the IEC national operations centre to set up the infrastructure for the    
upcoming local government elections. MTN and the Rand Show have also concluded a
sponsorship agreement in respect of the six music concerts that will be         
presented at the show.                                                          
3. Financial position                                                           
Working capital                                                                 
The group had available cash of R24.3m at 31 December 2005, down from the R81.4m
at 30 June 2005. The decrease in cash is mainly attributable to the dividend    
payment made in October of R58.3m, increase in the sinking fund deposit of R8.7m
and STC payments of R8.6m. The provisional tax payments made during 2005 were   
based on recently assessed income, which reflects a more accurate tax liability 
for the period. Despite this cash outflow, the company will maintain a dividend 
cover of 1 times, consistent with 2004, in the dividend declared for the six    
months ended 31 December 2005.                                                  
Preference shares                                                               
A subsidiary of the company raised R82.5m in funding through the issue of       
redeemable, cumulative, variable rate preference shares to a commercial bank.   
The preference shares have a coupon of 70% of the prime overdraft rate and the  
preference dividend is payable on 31 March and 30 September of every year. The  
preference shares are redeemable over five years from the date of issue, with   
the first redemption of 60% of the subscription price taking place after three  
years. In order to allow for this redemption, the group will accumulate the     
required amount of cash in a dedicated savings account ("the sinking fund").    
Thereafter, the balance of the preference shares will be redeemed in equal      
biannual instalments over two years.                                            
At 31 December 2005 the gearing stood at 21% (2004: 35%) expressed as a         
percentage of shareholders" interest.                                           
4. Regulatory matters                                                           
The Independent Communications Authority of South Africa ("Icasa") has submitted
its proposed amendments to the laws governing the ownership and control of      
commercial radio broadcasting licences to the Department of Communications.     
Once the parliamentary process is concluded, the new legislation should allow   
media owners to increase the number of radio stations they control from two to  
five, i.e. 35% of available licences.                                           
The group is awaiting the decision of Icasa regarding an objection raised with  
regards to an application made to Icasa to amend the shareholding in Kaya FM.   
The amended shareholding in Kaya FM will be the result from various agreements, 
including refinancing arrangements, and if approved by the regulator, should    
result in Kagiso Media holding an effective economic interest of 16.6% in this  
station.                                                                        
5. Seasonality                                                                  
The first six months of the financial year normally represents the peak trading 
period for radio broadcasting, the group"s major business segment. The earnings 
from this segment over the two six month trading periods in the 2006 financial  
year should therefore reflect a similar seasonality to what has been experienced
over the past two to three years.                                               
6. Interim dividend declaration                                                 
Notice is hereby given that a dividend of 40 cents (2004 - 42 cents) per share  
has been declared in respect of the six months ended 31 December 2005 and is    
payable to holders of ordinary shares recorded in the register of the company on
Friday, 17 March 2006.                                                          
The following salient dates apply to this dividend:                             
Last date to trade cum-dividend                  Friday, 10 March 2006          
Shares commence trading ex-dividend              Monday, 13 March 2006          
Record date                                      Friday, 17 March 2006          
Payment of the dividend                          Monday, 20 March 2006          
Share certificates may not be dematerialised or rematerialised between Monday,  
13 March 2006 and Friday, 17 March 2006, both days inclusive.                   
In terms of the Companies Act, the directors confirm that, after the payment of 
the above dividend, the company will be able to meet its commitments and settle 
its liabilities as these fall due in the ordinary course of business and that   
its consolidated assets, fairly valued, exceed its consolidated liabilities.    
7. Prospects                                                                    
With a stable local economic outlook, strong consumer confidence and spending   
and the positioning of the group"s assets as leaders in their respective        
markets, the outlook for the remainder of the financial year remains positive.  
In addition, the directors are confident that, in the absence of acquisition    
opportunities and subject to the repayment of the group"s debt, a relatively    
high percentage of the group"s profits can continue to be distributed to        
shareholders.                                                                   
8. Transition to international financial reporting standards                    
Restatement of financial information as at and for the year ended 30 June 2005  
and as at and the six months ended 31 December 2004 under International         
Financial Reporting Standards ("IFRS").                                         
a) Introduction                                                                 
For the year ended 30 June 2005 the Kagiso Media group ("Kagiso" or "the group")
prepared its financial statements under South African Statements of Generally   
Accepted Accounting Practice ("SA GAAP") as effective at that date. In          
accordance with the JSE Limited ("JSE") listings requirements, the group will be
required to prepare its annual consolidated financial statements in accordance  
with IFRS for the year ending 30 June 2006.                                     
This requirement applies to financial reporting for all JSE-listed companies for
financial reporting periods beginning on or after 1 January 2005 and,           
consequently, Kagiso"s first published IFRS results are its interim results for 
the six months ended 31 December 2005. The group"s first published IFRS annual  
financial statements under IFRS will be for the year ending 30 June 2006. As the
group publishes comparative information in its financial statements, the date   
for transition to IFRS is 1 July 2004, which represents the start of the        
earliest period of comparative information to be presented.                     
In order to explain how Kagiso"s reported results of operations and financial   
position are impacted by IFRS, the group has restated information previously    
published under SA GAAP to the equivalent basis under IFRS. This restatement    
follows the guidelines set out in IFRS 1, "First-time adoption of International 
Financial Reporting Standards" ("IFRS 1"). It is important to note that this    
financial information has been prepared in accordance with IFRS statements that 
are expected to be effective at 30 June 2006. These are subject to ongoing      
review and possible amendment by interpretive guidance from the International   
Accounting Standards Board ("IASB") and may therefore be subject to change. It  
should further be noted that the ultimate presentation, and income statement and
balance sheet captions, in the annual financial statements of the year ending 30
June 2006 could also change.                                                    
b) Basis of preparation                                                         
The group has prepared consolidated preliminary balance sheets at 31 December   
2004 and 30 June 2005, a consolidated preliminary income statement for the six  
months ended 31 December 2004 and a consolidated preliminary income statement   
for the year ended 30 June 2005, in accordance with IFRS ("the preliminary      
financial information") to establish the financial position and results of      
operations of the group necessary to provide the comparative information        
expected to be included in the group"s first set of IFRS financial statements   
for the year ending 30 June 2006 and its interim report for the period ended 31 
December 2005.                                                                  
c) IFRS adjustments and reclassifications                                       
The group made the following adjustments to its SA GAAP financial statements in 
order to restate the information in terms of IFRS:                              
i) IFRS 2: Share-based payments                                                 
The group grants share options to its employees under two equity compensation   
plans. In terms of SA GAAP, these equity compensation plans did not result in   
any expense being recorded by the group, other than cost incurred in            
administering the schemes and a dilution in earnings per share when the shares  
were delivered to the employee.                                                 
In accordance with IFRS 2, the group has recognised a compensation expense in   
the income statements, representing the fair value of share options granted to  
the group"s employees. A corresponding credit to equity has been raised for the 
equity-settled plan, whereas a corresponding credit to liabilities has been     
raised for the cash-settled plan. The fair value of the options at the date of  
grant under the equity-settled plan is charged to income over the relevant      
vesting periods, adjusted to reflect actual and expected levels of vesting. For 
cash-settled plans, the group re-measures the fair value of the liability at    
each reporting date and at the date of settlement, with any changes in fair     
value recognised in income for the period.                                      
ii) IAS 38: Recognition of intangible assets                                    
Before the adoption of AC 131 "Business Combinations" and AC 128 "Intangible    
Assets" on 1 April 2000, the group accounted for all intangible assets purchased
and acquired in business combinations against shareholders" equity. In terms of 
the requirements of IFRS 1, IAS 38 should be applied retrospectively. Therefore 
the group is required to recognise all intangible assets that have previously   
been recognised in the group"s financial statements and that meet the           
recognition and measurements criteria of IAS 38. On transition to IFRS the group
has therefore re-instated all intangible assets previously accounted for against
shareholders" equity under SA GAAP that meet the recognition and measurement    
requirements of IAS 38.                                                         
iii) IAS 38: Useful lives of intangible assets                                  
The company has reviewed the useful lives of certain trademarks and copyrights  
and restated the duration during which future economic benefits will flow from  
the use of the assets.                                                          
iv) IAS 16: Useful lives and residual values                                    
IAS 16 "Property, plant and equipment" ("IAS 16") differs in certain respects   
from the previous SA GAAP equivalent, AC 123 "Property, plant and equipment"    
("AC 123"), applied by the group until 30 June 2005. IAS 16 states that an      
entity is required to measure the residual value of an item of property, plant  
and equipment as the amount the entity estimates it would receive currently for 
the asset if the asset were already of the age and in the condition expected at 
the end of its useful life. The group has previously under SA GAAP accounted for
residual values based on the requirement of AC 123 that regards residual value  
as the net amount that the entity expected to obtain for the asset at the end of
its useful life. The group has therefore reviewed its residual values for       
individual items of property, plant and equipment and adjusted the carrying     
value of some items at the date of transition accordingly in terms of the       
requirements of IAS 16.                                                         
IAS 16 further requires that the useful lives of the individual components of   
property, plant and equipment items be reviewed at least annually, whereas the  
requirement under the previous SA GAAP equivalent, AC 123, has been to review   
the useful lives of items of property, plant and equipment on a non-mandatory   
periodic basis. The group has reassessed the useful lives of all individual     
components of property, plant and equipment and adjusted the carrying value of  
some items at the date of transition accordingly. The adjustments to the        
residual values and useful lives of certain items of property, plant and        
equipment and the corresponding change in their carrying values at 1 July 2004  
has also impacted depreciation charges subsequent to 1 July 2004.               
IFRS 1 and IAS 16: Fair value as deemed cost                                    
In terms of the requirements of IFRS 1 the group is required to apply IAS 16    
retrospectively. As explained in the transitional arrangements section, the     
group has elected to apply the exemption under IFRS 1 whereby the fair value of 
certain assets at 1 July 2004 is used as its deemed cost on the transition date.
The group adjusted the carrying values of the individual items of property,     
plant and equipment for those items to which the exemption was applied.         
v) IAS 39 and IAS 32: Trade receivables valued at fair value                    
These statements require that trade receivables are recognised at fair value and
subsequently measured at amortised cost using the effective interest method,    
less provision for impairment. A provision for impairment of trade receivables  
is established when there is objective evidence that the group will not be able 
to collect all amounts due according to the original terms of the receivables.  
vi) IAS 17: Operating leases                                                    
The South African Institute of Chartered Accountants issued Circular 7/2005     
during August 2005. The purpose of the circular was to clarify the requirements 
of IAS 17 "Leases" ("IAS 17") in respect of operating leases, which include     
fixed rental increases. IAS 17 and its SA GAAP equivalent standard AC 105       
"Leases" ("AC 105") require that lease payments under an operating lease should 
be recognised as an expense on a straight-line basis over the lease term unless 
another systematic basis is more representative of the time pattern of the      
user"s benefit. In South Africa most lessees, including Kagiso, have in the     
application of AC 105 recognised rental expenses with fixed rental increases on 
the basis of the cash flow in the lease agreements, interpreting that such an   
approach represented "another systematic basis" that was "more representative of
the time pattern of the user"s benefits". Circular 7/2005, however, clarified   
that the way many South African entities, including Kagiso, applied the "other  
systematic basis" in terms of AC 105 is not consistent with the requirements of 
IAS 17 and AC 105 as applied internationally. IAS 17 only permits a treatment   
other than straight-line recognition when another basis is more representative  
of the time pattern of the user"s benefit, which is unaffected by the timing of 
payments.                                                                       
The group applied the principles of IAS 17, as clarified by Circular 7/2005, to 
all its lease agreements with fixed rental increases on adoption of IFRS. The   
requirements of IAS 17 were applied retrospectively and an adjustment to        
retained earnings at the transition date was accounted for. The net profit for  
the year ended 31 March 2005 and the six months ended 30 September 2004 was     
adjusted accordingly.                                                           
Appendices (d) to (g) present the IFRS adjustments and reclassifications that   
were made to the group"s income statements for the year ended 30 June 2005 and  
the six months ended 31 December 2004 and the balance sheets at 30 June 2005 and
31 December 2004, as described above.                                           
d) IFRS adjustments to the income statements for the year ended 30 June 2005    
SA GAAP   Adj    Adj       Adj    Adj   Adj  Adj   IFRS          
(R"000)        year      i      ii        iii    iv    v    vi    year          
               ended 30                                           ended 30      
               June                                               June          
2005                                               2005          
Revenue        527 031   -      -         -      -     -    -     527 031       
Operating      203 711   (416)  -         -      -     -    296   203 591       
profit                                                                          
Depreciation   (18 624)  -      (16 107)  2 994  (51)  -    -     (31 788)      
and                                                                             
amortisation                                                                    
Operating      185 087   (416)  (16 107)  2 994  (51)  -    296   171 803       
profit after                                                                    
depreciation                                                                    
and                                                                             
amortisation                                                                    
Net finance    6 936     -      -         -      -     -    -     6 936         
income                                                                          
Preference     (4 399)   -      -         -      -     -    -     (4 399)       
dividend                                                                        
Share of       6 058     -      -         -      -     -    (94)  5 964         
results of                                                                      
associates                                                                      
before tax                                                                      
Profit before  193 682   (416)  (16 107)         (51)  -    202   180 304       
tax                                       2 994                                 
Tax            (76 501)  -      2 558     400    24    -    (88)  (73 607)      
Profit for the 117 181   (416)  (13 549)  3 394  (27)  -    114   106 697       
year                                                                            
Minority       (13 891)  -      -                -     -    -     (13 891)      
shareholders                              -                                     
Net profit for 103 290   (416)  (13 549)         (27)  -    114   92 806        
the period                                                                      
                                          3 394                                 
e) IFRS adjustments to the balance sheet for the year ended 30 June 2005        
                    SAA      Adj  Adj     Adj    Adj  Adj    Adj    IFRS        
R"(R"000)           GAAP     i    ii      iii    iv   v      vi     year        
                    Year                                            ended 30    
                    ended                                           June        
                    30 June                                         2005        
2005                                                        
Assets                                                                          
Non-current assets  391 886  -    26 362  54 374 369  -      (177)  472 814     
- Property, plant   15 501   -    -       -      369  -      -      15 870      
and equipment                                                                   
- Intangible        336 962  -    26 362  54 374 -    -      -      417 698     
assets                                                                          
- Investment in     39 423   -    -       -      -    -      (177)  39 246      
associates                                                                      
Current assets      210 824  -    -       -      -    1 406  296    212 526     
- Inventory         10 161   -    -       -      -    -      -      10 161      
- Deferred          7 202    -    -       -      -    -      -      7 202       
expenses                                                                        
- Trade and other   103 636  -    -       -      -    1 406  296    105 338     
receivables                                                                     
- Sinking fund      8 403                                           8 403       
- Cash and cash     81 422   -    -       -      -    -      -      81 422      
equivalents                                                                     
Total assets        602 710  -    26 362  54 374 369  1 406  119    685 340     
Equity and                                                                      
liabilities                                                                     
Capital and         232 005  -    16 109  42 084 303  1 304  30     291 835     
reserves                                                                        
attributable to                                                                 
company equity                                                                  
holders                                                                         
Minority interest   96 841   -    3 999   -      -    -      -      100 840     
Total equity        328 846  -    20 108  42 084 303  1 304  30     392 675     
Liabilities                                                                     
Non-current         157 041  -    6 254   12 290 66   102    87     175 840     
liability                                                                       
- Preference        82 500   -    -       -      -    -      -      82 500      
shares                                                                          
- Deferred tax      74 541   -    6 254   12 290 66   102    87     93 340      
Current             116 823  -    -       -      -    -      2      116 825     
liabilities                                                                     
- Deferred revenue  20 943   -    -       -      -    -      -      20 943      
- Trade and other   73 252   -    -       -      -    -      2      73 254      
payables                                                                        
- Current income    22 628   -    -       -      -    -      -      22 628      
tax                                                                             
Total liabilities   273 864  -    6 254   12 290 66   102    89     292 665     
f) IFRS adjustments to the income statements for the six months ended 31        
December 2004                                                                   
SA GAAP   Adj    Adj      Adj   Adj    Adj   Adj   IFRS six     
(R"000)         six       i      ii       iii   iv      v    vi    months       
                months                                             ended 31     
                ended 31                                           December     
December                                           2004         
                2004                                                            
Revenue         266 264   -      -        -     -      -     -     266 264      
Operating       112 851   (193)  -        -     -      -     296   112 954      
profit                                                                          
Depreciation    (3 379)   -      (8 054)  1 497 (28)   -           (9 964)      
and                                                                             
amortisation                                                                    
Operating       109 472   (193)  (8 054)  1 497 (28)   -     296   102 990      
profit after                                                                    
depreciation                                                                    
and                                                                             
amortisation                                                                    
Net finance     2 771     -      -        -     -      -     -     2 771        
income                                                                          
Preference      (1 331)   -      -        -     -      -     -     (1 331)      
dividend                                                                        
Share of        4 408     -               -     -      -     -     4 408        
results of                                                                      
associates                                                                      
before tax                                                                      
Profit before   115 320   (193)  (8 054)  1 497 (28)   -     296   108 838      
tax                                                                             
Tax             (42 312)  -      1 279    200   12     -     (89)  (40 910)     
Profit for the  73 008    (193)  (6 775)  1 697 (16)   -     207   67 928       
year                                                                            
Minority        (11 163)  -      -        -     -      -     -     (11 163)     
interest                                                                        
Net profit for  61 845    (193)  (6 775)  1 697 (16)   -     207   56 765       
the period                                                                      
g) IFRS adjustments to the balance sheet for the six months ended 31 December   
2004                                                                            
SA GAAP   Adj    Adj      Adj    Adj  Adj    Adj   IFRS six     
(R"000)         six       i      ii       iii    iv    v     vi    months       
                months                                             ended 31     
                ended 31                                           December     
December                                           2004         
                2004                                                            
Assets                                                                          
Non-current     104 602   -      34 416   52 876 391  -      (84)  192 201      
assets                                                                          
- Property,     14 668    -      -        -      391  -      -     15 059       
plant and                                                                       
equipment                                                                       
- Intangible    68 708    -      34 416   52 876 -    -      -     156 000      
assets                                                                          
- Investment in 21 226    -      -        -      -    -      (84)  21 142       
associates                                                                      
Current assets  266 303   -      -        -      -    1 406  296   268 005      
- Inventory     8 859     -      -        -      -    -      -     8 859        
- Deferred      13 577    -      -        -      -    -      -     13 577       
expenses                                                                        
- Trade and     136 231   -      -        -      -    1 406  296   137 933      
other                                                                           
receivables                                                                     
- Sinking fund  -         -      -        -      -    -      -     -            
- Cash and cash 107 636   -      -        -      -    -      -     107 636      
equivalents                                                                     
Total assets    370 905   -      34 416   52 876 391  1 406  212   460 206      
Equity                                                                          
Capital and     154 915   -      22 884   40 386 314  1 304  123   219 926      
reserves                                                                        
attributable to                                                                 
company equity                                                                  
holders                                                                         
Minority        11 201    -      3 999    -      -    -      -     15 200       
interest                                                                        
Total equity    166 116   -      26 883   40 386 314  1 304  123   235 126      
Liabilities                                                                     
Non-current     71 628    -      7 533    12 490 77   102    89    91 929       
liability                                                                       
- Preference    82 500                                             82 500       
shares                                                                          
- Deferred tax  (10 862)  -      7 533    12 490 77   102    89    9 429        
Current         133 151   -      -        -      -    -      -     133 151      
liabilities                                                                     
- Deferred      17 226    -      -        -      -    -      -     17 226       
revenue                                                                         
- Trade and     86 807    -      -        -      -    -      -     86 807       
other payables                                                                  
- Current       29 118    -      -               -    -      -     29 118       
income tax                                                                      
Total           204 789   -      7 533    12 490 77   102    89    225 080      
liabilities                                                                     
On behalf of the board                                                          
E Molobi                      W R Jardine                                       
Chairman                      Chief executive                                   
20 February 2006                                                                
Registered office             Transfer secretaries                              
1st Floor, Kagiso House       Ultra Registrars (Pty) Limited                    
16 Fricker Road               5th Floor, 11 Diagonal street                     
Illovo, 2196                  Johannesburg, 2001                                
(PO Box 4844, Johannesburg, 2000)                 
Directors: E Molobi (Chairman), M J N Njeke, W R Jardine* (Chief                
Executive), O C Essack*, S Pienaar*, H I Appelbaum, R L Hiemstra#, Y I          
Mahomed,  S N Pragjee, A H Singh                                                
* Executive            # Independent                                            
Also available at: www.kagisomedia.co.za                                        
Date: 20/02/2006 01:21:13 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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