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Wed 22 Feb 2006, 12:40 Unitrans - Results for the six months ended 31 Dec
UTR
 UTR                                                                             
Unitrans - Results for the six months ended 31 December 2005                    
UNITRANS LIMITED                                                                
Registration number 1967/003403/06                                              
JSE Share Code: UTR                                                             
ISIN: ZAE000007670                                                              
("Unitrans" or "the company")                                                   
ANNOUNCEMENT OF RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2005               
Highlights                                                                      
- Revenue up 22%                                                                
- Headline earnings up 30%                                                      
- Attributable earnings up 34%                                                  
- Headline earnings per share up 23%                                            
The board of directors of Unitrans announces the following unaudited            
consolidated results:                                                           
ABRIDGED CONSOLIDATED INCOME STATEMENT                                          
Unaudited                                      
                                      Restated                 Restated*        
                         Six months    Six months              Year             
                         ended        ended         %          ended            
R 000                    31.12.05     31.12.04      Increase   30.06.05         
Revenue                  6 809 631    5 601 870     22         11 172 179       
Operating income         286 893      224 545       28         405 393          
Net finance costs        (25 440)     (22 221)                 (41 112)         
Finance costs            (29 578)     (28 251)                 (60 849)         
Interest received        4 138        6 030                    19 737           
Profit before taxation   261 453      202 324       29         364 281          
Taxation                 (75 699)     (63 119)                 (94 201)         
Profit after taxation    185 754      139 205       33         270 080          
Share of associates      (412)        120                      285              
(losses)/profits                                                                
Net profit for the       185 342      139 325       33         270 365          
period                                                                          
Attributable to:                                                                
Unitrans Limited         184 273      137 879       34         268 447          
shareholders                                                                    
Minority interests       1 069        1 446                    1 918            
                         185 342      139 325                  270 365          
Weighted average number                                                         
of ordinary shares                                                              
in issue (000s)          87 694       82 752                   85 729           
Weighted average number  1 018        999                      789              
of ordinary shares that                                                         
would be issued on the                                                          
conversion of all the                                                           
dilutive potential                                                              
ordinary shares (000s)                                                          
Weighted average number  88 712       83 751                   86 518           
of shares for purposes                                                          
of calculating diluted                                                          
earnings per share                                                              
(000s)                                                                          
Earnings per share                                                              
(cents)                                                                         
- basic                  210,1        166,6         26         313,1            
- basic as previously                 174,3                    321,5            
stated                                                                          
- fully diluted          207,7        164,6         26         310,3            
- fully diluted as                    172,2                    318,6            
previously stated                                                               
Headline earnings per                                                           
share (cents)                                                                   
- basic                  212,6        173,6         23         335,3            
- basic as previously                 181,3                    343,7            
stated                                                                          
- fully diluted          210,2        171,5         23         332,3            
- fully diluted as                    179,1                    340,6            
previously stated                                                               
Determination of                                                                
headline earnings                                                               
Net profit for the       184 273      137 879                  268 447          
period                                                                          
Adjustments for:                                                                
- closure costs          2 407        -                        18 271           
- loss on disposal of    1 414        7 502                    6 012            
property, plant and                                                             
equipment                                                                       
- profit on sale of      (482)        -                        -                
subsidiary                                                                      
- goodwill impairment    -            497                      498              
187 612      145 878                  293 228          
                         (1 139)      (2 251)                  (5 751)          
Taxation effect on loss                                                         
on disposal of property,                                                        
plant and equipment and                                                         
closure costs                                                                   
Headline earnings        186 473      143 627       30         287 477          
Dividend per share -     -            100,0                    100,0            
paid                                                                            
Capital distribution per 110,0        -                        -                
share - paid                                                                    
* These balances have been audited with the exception of the effects of the     
change in accounting policy relating to the adoption of International Financial 
Reporting Standards ("IFRS") and the consolidation of special purpose vehicles. 
ABRIDGED GROUP BALANCE SHEET                                                    
                                            Unaudited                           
Restated    Restated**        
R 000                                31.12.05     31.12.04    30.06.05          
Assets                                                                          
Non-current assets                   1 771 338    1 456 581   1 592 675         
Property, plant and equipment        1 440 197    1 265 726   1 378 429         
Non-current vehicle rental fleet     31 077       -           -                 
Goodwill                             180 086      64 536      83 950            
Intangible assets                    15 971       3 280       3 428             
Investment in associate and joint    1 783        42 482      43 202            
ventures                                                                        
Non-current assets held for sale     6 700        -           -                 
Other non-current assets             46 855       48 832      49 893            
Advances relating to Unitrans        -            3 699       -                 
Finance (Pty) Ltd *                                                             
Deferred tax assets                  48 669       28 026      33 773            
Current assets                       2 725 430    2 367 088   2 577 641         
Inventories                          906 588      847 277     901 718           
Current vehicle rental fleet         60 300       -           -                 
Trade and other receivables          1 058 899    795 305     704 377           
Advances relating to Unitrans        3 699        33 112      9 275             
Finance (Pty) Ltd *                                                             
Cash and cash equivalents            695 944      691 394     962 271           
Total assets                         4 496 768    3 823 669   4 170 316         
Equity and liabilities                                                          
Interest of shareholders of          1 699 049    1 639 699   1 751 214         
Unitrans Limited                                                                
Share capital and share premium      602 354      707 020     701 784           
Treasury stock                       (157 030)    (8 015)     (29 625)          
Reserves                             1 253 725    940 694     1 079 055         
Minority interests                   48 602       11 247      11 692            
Interest of all shareholders         1 747 651    1 650 946   1 762 906         
Non-current liabilities              687 344      242 865     651 675           
Interest-bearing borrowings          23 162       15 421      18 401            
Domestic medium-term note            400 683      -           400 700           
Non-current provisions               6 102        7 532       6 864             
Deferred tax liabilities             124 320      153 560     120 209           
Liabilities relating to Unitrans     -            3 699       -                 
Finance (Pty) Ltd *                                                             
Non-interest bearing long-term       130 655      59 417      105 249           
liabilities                                                                     
Vendors for businesses acquired      2 422        3 236       252               
Current liabilities                  2 061 773    1 929 858   1 755 735         
Trade and other payables             926 139      793 046     873 294           
Bank overdraft                       354 371      299 859     457 627           
Liabilities relating to Unitrans     3 699        33 112      9 275             
Finance (Pty) Ltd *                                                             
Current provisions                   166 014      137 153     127 452           
Taxation                             48 722       19 043      35 561            
Vendors for businesses acquired      -            6 350       -                 
Non-interest bearing short-term      161 673      112 119     196 240           
liabilities                                                                     
Short-term borrowings                401 155      529 176     56 286            
Total equity and liabilities         4 496 768    3 823 669   4 170 316         
Number of shares in issue adjusted   84 827       88 760      88 192            
for treasury stock (000s)                                                       
Net asset value per share (cents)    2 003        1 847       1 986             
* The liabilities of Unitrans Finance (Proprietary) Limited ("Ufin") and the    
assets pertaining thereto have been disclosed separately on the face of the     
balance sheet.                                                                  
** These balances have been audited with the exception of the effects of the    
change in accounting policy relating to the adoption of IFRS and the            
consolidation of special purpose vehicles.                                      
ABRIDGED GROUP CASH FLOW STATEMENT                                              
                                             Unaudited                          
Restated     Restated*        
                                     Six months   Six months   Year             
                                     ended        ended        ended            
R 000                                31.12.05     31.12.04     30.06.05         
Cash flow from operations after      417 165      343 827      654 110          
depreciation before other non cash                                              
items                                                                           
Other non-cash movements             10 382       5 091        20 935           
Changes in working capital           (217 162)    (222 159)    (32 129)         
 - Inventories                       3 178        (115 508)    (169 423)        
 - Trade and other receivables       (191 976)    (112 236)    (10 358)         
 - Trade and other payables          (32 722)     (8 987)      58 660           
- Non-interest-bearing short-term   (31 834)     (5 243)      10 114           
borrowings                                                                      
 - Current provisions                36 192       19 815       78 878           
Cash generated from operations       210 385      126 759      642 916          
after working capital changes                                                   
Net finance costs and taxation paid  (107 317)    (94 027)     (161 456)        
Cash generated from operations       103 068      32 732       481 460          
Dividends paid                       (1 072)      (79 172)     (79 755)         
Net cash generated from operations   101 996      (46 440)     401 705          
Acquisition of subsidiaries and      (191 907)    (52 512)     (55 146)         
businesses                                                                      
Acquisitions of property, plant and  (302 803)    (193 634)    (484 381)        
equipment                                                                       
- Replacement                        (197 816)    (125 192)    (219 537)        
- Expansion                          (104 987)    (68 442)     (264 844)        
Proceeds from disposal of property,  38 755       17 216       67 224           
plant and equipment                                                             
Disposal of subsidiary               2 765        -            -                
Acquisition of associate             -            (92)         (92)             
Associate loan advanced              -            (1 440)      (1 500)          
Foreign exchange movements           (7 251)      (11 618)     (12 609)         
Decrease in long-term provisions     -            -            (1 253)          
Decrease in other non-current        3 038        9 071        12 888           
assets                                                                          
Net cash utilised in investing       (457 403)    (233 009)    (474 869)        
activities                                                                      
Net cash utilised by operations      (355 407)    (279 449)    (73 164)         
Net proceeds from issue of shares    -            283 466      287 020          
Capital distribution                 (97 022)     -            -                
Share repurchases                    (127 405)    -            (26 992)         
Net cash (outflow)/inflow from       (17)         -            400 700          
issue of domestic medium-term note                                              
Vendors for businesses               2 170        (1 096)      (7 957)          
acquired/(repaid)                                                               
Increase in loan from minorities     39 004       -            -                
Increase/(decrease) in interest-     9 077        1 960        (3 225)          
bearing borrowings                                                              
Increase/(decrease) in non-interest- 21 660       4 642        18 232           
bearing borrowings                                                              
Increase/(decrease) in short-term    344 869      157 247      (314 735)        
borrowings                                                                      
Net cash generated from financing    192 336      446 219      353 043          
activities                                                                      
Net (decrease)/increase in cash and  (163 071)    166 770      279 879          
cash equivalents                                                                
Cash and bank balances at the        504 644      224 765      224 765          
beginning of the year                                                           
Cash and bank balances at the end    341 573      391 535      504 644          
of the period                                                                   
     Notes:                                                                     
     1. Capital expenditure commitments amounted to R193,3 million (2004: R75,3 
     million).                                                                  
2. There were no material litigation claims or undisclosed liabilities at  
     31 December 2005.                                                          
     * These balances have been audited with the exception of the effects of the
     change in accounting policy relating to the adoption of IFRS and the       
consolidation of special purpose vehicles.                                 
ABRIDGED GROUP STATEMENT OF CHANGES IN EQUITY                                   
                                             Unaudited                          
                                                  Restated     Restated*        
Six months   Six months   Year             
                                     ended        ended        ended            
R 000                                31.12.05     31.12.04     30.06.05         
Ordinary shareholders" interest                                                 
Opening balance as previously        1 762 906    1 386 709    1 343 065        
reported                                                                        
Effect of the change in accounting                                              
policy                                                                          
SA GAAP Adjustments                               (75 530)     (31 885)         
IFRS Adjustments                                  -            -                
Opening balance as restated          1 762 906    1 311 179    1 311 180        
Net profit for the period            185 342      139 325      270 365          
Dividends paid                       (989)        (79 150)     (79 150)         
Capital distribution                 (97 022)     -                             
Dividends paid on "A" shares in a    (83)         -            (605)            
subsidiary                                                                      
Vesting of previously unvested       -            4 719        10 101           
shares to participants in the Share                                             
Trust representing treasury shares                                              
Shares repurchased by subsidiary     (127 405)    -            (26 992)         
and Share Trust                                                                 
Net proceeds on issue of shares      -            289 084      287 020          
Loss on the sale of shares by the    (2 408)      (5 618)      (8 790)          
Share Trust                                                                     
Share based payments charge          4 130        2 853        7 151            
Loan from minority shareholder       38 219       -            -                
Minority reversed on sale of         (1 303)      -                             
subsidiary                                                                      
Decrease on translation of net       (13 736)     (11 446)     (7 374)          
worth of foreign subsidiaries                                                   
Closing balance                      1 747 651    1 650 946    1 762 906        
* These balances have been audited with the exception of the effects of the     
change in accounting policy relating to the adoption of IFRS and the            
consolidation of special purpose vehicles.                                      
RECONCILIATION OF PREVIOUS SA GAAP TO IFRS:                                     
The following reconciliations provide a quantification of the effect, after     
taxation, of the transition to IFRS:                                            
BALANCE SHEET                                                                   
R 000                                30.06.05     31.12.04     01.07.04         
Interest of shareholders                                                        
Interest of shareholders as          1 752 167    1 687 758    1 300 536        
previously reported: SA GAAP                                                    
Change in accounting policies                                                   
SA GAAP Adjustment                                                              
Consolidation of special purpose     (891)        (891)        (891)            
entity                                                                          
Operating lease straight line        -            (43 240)     -                
adjustment *                                                                    
Proportionate consolidation of       -            (3 896)      -                
joint venture *                                                                 
IFRS adjustments                                                                
Deferred consideration associated    (62)         (32)         -                
with acquisition of Top Transport                                               
Restated interest of shareholders -  1 751 214    1 639 699    1 299 645        
IFRS                                                                            
INCOME STATEMENT                                                                
12 months    6 months         
R 000                                             30.06.05     31.12.04         
Net profit for the period attributable to         275 660      144 255          
Unitrans Limited shareholders as previously                                     
reported                                                                        
Change in accounting policies                                                   
SA GAAP Adjustment                                                              
Operating lease straight line adjustment *        -            (3 491)          
IFRS adjustments                                                                
Share option IFRS 2 charge                        (7 151)      (2 853)          
Interest on deferred consideration associated     (62)         (32)             
with acquisition of Top Transport                                               
Restated net profit for the period attributable   268 447      137 879          
to Unitrans Limited shareholders                                                
* June 2005 was previously adjusted for the operating leases and the            
proportionate consolidation of the joint venture.                               
Notes                                                                           
ACCOUNTING POLICIES                                                             
Introduction                                                                    
Unitrans Limited has adopted IFRS with effect from 1 July 2005.                 
Basis of preparation                                                            
The condensed unaudited interim financial information has been prepared in      
accordance with IAS 34 ("Interim Financial Reporting"). The accounting policies 
used in the preparation of the condensed interim financial statements are       
compliant with IFRS and are consistent with those applied in the annual         
financial statements for the year ended 30 June 2005, except as disclosed below:
Effect of the first time adoption of IFRS                                       
- Business combinations: The group has elected not to retrospectively apply the 
requirements of IFRS 3 ("Business Combinations") for business combinations that 
occurred prior to the transition date of 1 April 2004.                          
- Property, plant and equipment: The group has elected not to apply the         
exemption and has instead retrospectively applied IAS 16 (Property, plant and   
equipment). As a consequence, the group was required to review its property,    
plant and equipment as at 1 July 2004 to determine the appropriateness of the   
residual values, depreciation rates and depreciation methods.                   
- Foreign currency translation reserves: The group has elected to transfer all  
foreign currency translation reserves to distributable reserves at 1 July 2004. 
- Share based payments: The group has elected not to apply IFRS 2 (Share based  
payments) retrospectively to equity instruments granted on or before 7 November 
2002. In addition, the group has elected the IFRS 1 additional exemption from   
retrospective application of IFRS 2 for equity instruments that were granted    
after 7 November 2002 and that vested before the later of the date of           
transition, and 1 January 2005.                                                 
During the period the group assessed its accounting policy with regards to      
property, plant and equipment to ensure it complies with the requirements of    
IFRS.                                                                           
Consolidation of special purpose vehicles                                       
In prior years, the group"s policy was to recognise a BEE shareholding at two of
its subsidiaries as a minority and in addition to recognise the investment in   
preference shares that the group held in the BEE company. The dividends earned  
on the preference shares were recognised in the income statement as investment  
income with the corresponding entry going against the minority. The group has   
opted to change the policy surrounding this shareholding and will now           
consolidate the special purpose vehicle and recognise the minority to the extent
that they have a residual interest in the net assets, after deducting all the   
liabilities of the subsidiaries.                                                
GROUP SEGMENTAL REPORT                                                          
                                                 TRANSPORT AND                  
                                                   LOGISTICS                    
December                           Supply                                       
2005                               Chain                                        
(R 000)                            Solutions         Passenger    Total         
INCOME STATEMENT                                                                
Revenue                            1 224 155         296 740      1 520 895     
Operating income before            193 183           55 980       249 163       
depreciation                                                                    
Depreciation                       (94 818)          (25 371)     (120 189)     
Operating income after             98 365            30 609       128 974       
depreciation                                                                    
BALANCE SHEET                                                                   
Total assets                       1 775 846         387 544      2 163 390     
Total liabilities                  870 265           176 862      1 047 127     
Net assets                         905 581           210 682      1116 263      
GROSS CAPITAL EXPENDITURE          143 782           57 405       201 187       
Restated                                                                        
December                                                                        
2004                                                                            
(R 000)                                                                         
INCOME STATEMENT                                                                
Revenue                            1 040 580         240 799      1 281 379     
Operating income before            173 613           52 194       225 807       
depreciation                                                                    
Depreciation                       (90 575)          (20 675)     (111 250)     
Operating income after             83 038            31 519       114 557       
depreciation                                                                    
BALANCE SHEET                                                                   
Total assets                       1 895 467         316 057      2 211 524     
Total liabilities                  976 822           137 962      1 114 784     
Net assets                         918 645           178 095      1 096 740     
GROSS CAPITAL EXPENDITURE          143 383           41 904       185 287       
                                          MOTOR AND                             
                                     FINANCIAL SERVICES            GROUP        
December                                                                        
2005                                                                            
(R 000)                      Retail      Financial     Total                    
INCOME STATEMENT                                                                
Revenue                      5 232 729   56 007        5 288 736   6 809 631    
Operating income before      141 560     26 442        168 002     417 165      
depreciation                                                                    
Depreciation                 (9 940)     (143)         (10 083)    (130 272)    
Operating income after       131 620     26 299        157 919     286 893      
depreciation                                                                    
BALANCE SHEET                                                                   
Total assets                 2 074 156   259 222       2 333 378   4 496 768    
Total liabilities            1581 322    120 668       1 701 990   2 749 117    
Net assets                   492 834     138 554       631 388     1 747 651    
GROSS CAPITAL EXPENDITURE    101 616     -             101 616     302 803      
Restated                                                                        
December                                                                        
2004                                                                            
(R 000)                                                                         
INCOME STATEMENT                                                                
Revenue                      4 269 154   51 337        4 320 491   5 601 870    
Operating income before      101 504     16 516        118 020     343 827      
depreciation                                                                    
Depreciation                 (7 738)     (294)         (8 032)     (119 282)    
Operating income after       93 766      16 222        109 988     224 545      
depreciation                                                                    
BALANCE SHEET                                                                   
Total assets                 1 428 793   183 352       1 612 145   3 823 669    
Total liabilities            975 925     82 014        1 057 939   2 172 723    
Net assets                   452 868     101 338       554 206     1 650 946    
GROSS CAPITAL EXPENDITURE    8 347      -              8 347       193 634      
COMMENTARY                                                                      
RESULTS                                                                         
Unitrans delivered strong growth during the period under review with revenue    
increasing by 22% to R6,8 billion (2005: R5,6 billion). Operating income        
increased by 28% to R287 million (2004: R225 million). Headline earnings        
increased by 30% to R186 million (2004: R144 million) and earnings attributable 
to ordinary shareholders by 34% to R184 million (2004: R138 million).           
Taking into account the increased number of shares in issue, headline earnings  
per share increased by 23% to 212,6 cents (2004: 173,6 cents) and basic earnings
per share by 26% to 210,1 cents (2004: 166,6 cents).                            
REVIEW OF OPERATIONS                                                            
Unitrans Supply Chain Solutions                                                 
As part of the group"s increased emphasis on and success in expanding its       
services in the field of supply chain re-engineering and related freight,       
logistics and warehousing services, the operations under Freight and Logistics  
have been restructured under a new division called Unitrans Supply Chain        
Solutions ("USCS").                                                             
USCS grew both revenue and operating income after depreciation by 18%. Revenue  
rose to R1,2 billion (2004: R1,0 billion) and operating income after            
depreciation increased to R98,4 million (2004: R83 million).                    
The majority of the divisions under USCS performed well and in line with        
expectations. In particular, we are pleased to report that the Forestry         
operations have been successfully restructured and are contributing to the      
bottom line. USCS has experienced ongoing losses in its express courier         
businesses and a decision was taken to close these operations. Included in      
operating income is R2,4 million of closure costs, which relate to both the     
harvesting and express courier businesses.                                      
The operating margin at USCS has remained constant at 8%.                       
Passenger                                                                       
The Passenger division"s revenue grew by 23% to R297 million (2004: R241        
million). Operating income after depreciation dropped marginally to R31 million 
(2004: R32 million).                                                            
The Mega Bus and Commuter operations are performing in line with expectations   
and the semi-luxury Citiliner operations are showing strong profitable growth.  
The substantial fuel price increases and the competitive market have however had
a negative impact on the balance of the division"s profitability. This in turn  
has resulted in a reduction in the operating margin from 13% to 10%.            
Motor and Financial Services                                                    
The retail boom contributed to the delivery of excellent results by the group"s 
Motor and Financial Services division.                                          
Motor Retail                                                                    
Revenue for Motor Retail grew by 23% to R5,2 billion (2004: R4,3 billion).      
Operating income after depreciation increased by 40% to R132 million (2004: R94 
million).                                                                       
On the back of stable interest rates and new vehicle prices, the sales of new   
vehicles reached record levels in calendar 2005. We are pleased to record that  
all of the group"s franchises have performed well in a highly competitive       
market. The group"s service and parts divisions have also shown strong growth.  
The sale of second hand vehicles has however achieved only limited growth as the
sales mix continues to skew towards new vehicles.                               
Financial Services                                                              
The increased volume through the retail operations led to an increase in        
insurance and finance products sold on dealership floors. This has resulted in a
year-on-year increase of 62% in the contribution from this operation.           
Hertz Rent a Car ("Hertz")                                                      
The Hertz operations continued to show an improvement.                          
Operating Margin                                                                
The overall operating margin in the Motor and Financial Services division       
increased from 2,6% to 3,0%.                                                    
INVESTMENT IN PROPERTY PLANT AND EQUIPMENT                                      
During the period, the group"s investment in property, plant and equipment      
(inclusive of vehicle rental fleet) increased by 11%. R198 million (2004: R125  
million) was invested under the group"s ongoing programme for the replacement of
vehicles and equipment. A further R105 million (2004: R68 million) was invested 
in expansion.                                                                   
WORKING CAPITAL                                                                 
The increase in working capital was largely due to coporate activity and the    
buoyant trading conditions experienced by the Motor Retail division and the     
seasonal increase in inventory holdings.                                        
BORROWINGS                                                                      
The group"s interest-bearing debt to equity ratio has increased to 29,5% (2004: 
10%). This ratio is comfortably within the borrowing guidelines set by the      
Board.                                                                          
Net asset value per share increased by 8% to 2 003 cents (2004: 1 847 cents).   
CREDIT RATING                                                                   
On 30 January 2006, Fitch reconfirmed the credit rating of Unitrans as follows: 
- a National Long-term rating of A (zaf) with a stable outlook and a Short-term 
rating of F1 (zaf); and                                                         
- a National Long-term rating of A(zaf) for Unitrans" ZAR 1,5 billion domestic  
medium term note programme.                                                     
These ratings remain unchanged from the ratings accorded by Fitch on 3 May 2005.
SHARE REPURCHASE PROGRAMME                                                      
As announced on 15 December 2005, under the general authorities granted by      
shareholders on 4 December 2004 and 28 November 2005, the group has repurchased 
a total of 4 169 461 Unitrans shares. At 31 December 2005 these shares          
represented 4,7% of the issued share capital of the company. 3 354 490 of the   
shares were repurchased during the six month period ended 31 December 2005, at a
cost of R127 million.                                                           
These shares, which were repurchased utilising available cash resources, are    
being held as treasury stock within a wholly-owned subsidiary of Unitrans.      
CORPORATE ACTIVITY                                                              
The Competition Authorities approved the acquisition by Unitrans Motors         
(Proprietary) Limited of the remaining 60% shareholding in Hertz, which is now a
wholly-owned group subsidiary.                                                  
A 25,1% interest in Xinergistix Limited, the holding company of a broad-based   
Black Economic Empowered group of companies specialising in road freight        
transportation, was acquired for a purchase consideration of R18,6 million.     
In line with the group"s decision to exit from its express courier businesses,  
in November 2005 the group disposed of its 60% interest in the Botswana         
registered company, African Express (Proprietary) Limited.                      
Agreements were entered into in November 2005 for the subscription by Unitrans  
UK Limited ("UTR-UK") for a 60% interest in Unitrans Logistics (UK) Limited     
("Unitrans Logistics"), a company incorporated in the United Kingdom. UTR-UK is 
owned 75% by Unitrans and 25% by the Steinhoff Group. At the same time, Unitrans
Logistics entered into agreements to acquire the entire issued share capital of 
Concorde Logistics Services Limited and TechXpress Limited, two private         
companies incorporated in the United Kingdom, operating as specialist logistics 
service providers to high technology companies in the United Kingdom and Europe.
The purchase consideration for these acquisitions was GBP19.95 million. These   
transactions have positioned Unitrans for the expansion of its logistics        
operations into the United Kingdom and Europe.                                  
The United Kingdom operations have been included in the consolidated balance    
sheet as at 31 December 2005.                                                   
SUSTAINABILITY                                                                  
Unitrans remains strongly focused on sustainability issues. One of the key      
issues in this regard is Black Economic Empowerment and the group has           
empowerment initiatives in place at both listed company and divisional level.   
Systems are being refined to ensure that the group"s progress and initiatives in
these areas are monitored and co-ordinated to secure the maximum benefit for all
stakeholders. Another key issue is that of safety. In particular, the level of  
road accidents continues to be viewed as a key area of risk management and the  
group is committed to ensuring that it remains at the forefront of industry best
practice in its safety, health, environmental and quality assurance policies.   
The freight industry HIV/AIDS agreement, which will provide for direct treatment
and which was modelled on the group"s pilot voluntary counselling and testing   
treatment programme, is expected to be gazetted by the Minister of Labour within
the next few months. The roll-out of the industry programme will then commence  
throughout the group.                                                           
PROSPECTS                                                                       
We believe that the restructuring of the Freight and Logistics operations under 
USCS will position this division to maximise opportunities in the expanding     
supply chains solutions" market and add further value to its customer base.     
Focus will be intensified on the provision of innovative solutions that are     
tailored to suit customer-specific requirements.                                
The semi-luxury coach, bus and commuter services should continue to deliver     
satisfactory results. The performance of these operations should help offset any
negative market aspects in the competitive luxury coach transport arena and to  
mitigate the impact of high fuel prices.                                        
New vehicle sales continue at record levels with concomitant high sales levels  
of related financial products and after-market products and services. Subject to
interest rates and inflation levels remaining stable, the Motor and Financial   
Services division should continue to deliver a strong performance for the       
balance of the year.                                                            
The board remains of the view that the group is on track to meet its objectives 
and will deliver growth in headline earnings for the financial year ending 30   
June 2006.                                                                      
For and on behalf of the Board                                                  
D C Brink                   K J Grove                     Illovo                
Chairman                    Chief Executive               23 February 2005      
Directors: DC Brink*, PJ Dieperink, KJ Grove, MJ Jooste*, SM Keys, D Konar*, D  
Lockey*, KB Mosehla*, PK Quarmby*, DM van der Merwe*, JHN van der Merwe*        
*non-executive                                                                  
Secretary: J.V. Radnay                                                          
Registered office: 263 Oxford Road, Illovo, Johannesburg 2196                   
Telephone: 011-912-7000     Telefax: 011-442-7802/20                            
Transfer secretaries:                                                           
Computershare Investor Services 2004 (Pty) Limited                              
Ground Floor, 70 Marshall Street, Johannesburg 2001                             
Telephone: 011-370-5000, Telefax: 011-688-5200                                  
Sponsor                                                                         
PSG Capital                                                                     
Unitrans Motors Dealerships                                                     
Algoa Toyota Group (4)*                                                         
Avondale Toyota                                                                 
Buffalo Toyota Group (3)*                                                       
East Rand Toyota                                                                
Killarney Toyota Group (2)*                                                     
Limpopo Toyota Group (2)*                                                       
Market Toyota Group (5)*                                                        
Monument Toyota Group (3)*                                                      
Oranje Toyota Group (8)*                                                        
Pat Hinde Toyota Group (4)*                                                     
Rivonia Toyota                                                                  
IC Group (3)* (Nissan/Fiat)                                                     
United Motors Group (2)* (DC)                                                   
United Truck Centre (MAN)                                                       
Williams Hunt GM Group (12)*                                                    
Port Elizabeth Chevrolet                                                        
Autobahn BMW                                                                    
Northcliff Auto BMW                                                             
Audi Centre East Rand Mall                                                      
Benoni Citi VW                                                                  
Kingspark VW Durban                                                             
Weiss VW Durban (2)*                                                            
Klerksdorp Volkswagen & Audi                                                    
Kroonstad Volkswagen                                                            
McDuling Motors VW                                                              
Strijdom Park VW                                                                
The Glen Volkswagen & Audi                                                      
*Denotes number of dealerships                                                  
www.unitrans.co.za                                                              
Date: 22/02/2006 12:40:18 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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