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Wed 21 Jun 2006, 17:05 Winhold Limited - Reviewed abridged consolidated r
WNH
 WNH                                                                             
Winhold Limited - Reviewed abridged consolidated results                        
Winhold Limited                                                                 
(Registration number 1945/019679/06)                                            
(Incorporated in the Republic of South Africa)                                  
(Share code: WNH) & (ISIN number: ZAE000033916)                                 
Statement of results                                                            
The board announces the reviewed abridged consolidated results of the group for 
the six months ended 31 March 2006                                              
Consolidated income statement                                                   
Year ended                                       Six months ended               
30 September                                         31 March                   
2005                                        "2006         "2005                 
(Re-stated)                                               (Re-stated)           
R"000                                       R"000         R"000                 
833,448       Revenue                       412,443       404,983               
34,059        Operating profit              16,391        15,855                
 -            Investment income             2,596          -                    
(4,999)       Net finance costs             (6,476)       (2,293)               
29,060        Profit before taxation        12,511        13,562                
(8,980)       Taxation                      (4,115)       (4,346)               
20,080        Net profit after taxation     8,396         9,216                 
153           Share of after tax profit of  170           -                     
              associate company                                                 
(2,839)       Attributable to outside       (117)         (2,527)               
              shareholders                                                      
17,394        Ordinary shareholders profit  8,449         6,689                 
17,394        Earnings                      8,449         6,689                 
13.8          Earnings per ordinary share   6,7           6,9                   
              ( cents )                                                         
16,972        Headline earnings             8,509         6,600                 
13.4          Headline earnings per         6.7           6.8                   
ordinary share ( cents )                                          
              Weighted average ordinary                                         
              shares in issue (000"s) on                                        
              which  the earnings per                                           
share has been calculated                                         
108,074                                     126,215       94,197                
126,215       Ordinary shares in issue (    126,215       97,045                
              000"s )                                                           
7,0           Dividend per ordinary share   -             -                     
              Reconciliation of headline                                        
              earnings                                                          
17,394        Ordinary shareholders profit  8,449         6,689                 
(479)         Net profit / (loss) on        62            (142)                 
              disposal of assets                                                
61            Taxation effect thereon       (2)           35                    
  -           Minority share of profit on   -             23                    
sale  of assets                                                   
(4)           Preference Dividend                  -      (4)                   
16,972        Headline earnings for the     8,509         6,601                 
              year                                                              
Summarised consolidated balance sheet                                           
Year ended                                 Six months ended 31 March            
30 September                                                                    
2005                                                                            
(Re-stated)                                                                     
R"000                                                                           
                                           "2006         "2005                  
                                                         (Re-stated)            
R"000         R"000                  
             ASSETS                                                             
98,962       Property plant and equipment  97,361        84,573                 
823          Trade marks and patents       798           485                    
442          Other non current assets      378           872                    
-            Investments                   160,788       -                      
386          Investments in associates     480           -                      
26,541       Goodwill                      26,541        -                      
2,778        Deferred taxation             1,719         1,927                  
             Current assets                                                     
102,928            -  inventory            124,537       107,865                
131,095            -  receivables          142,675       122,552                
12,891             -  bank and cash        15,612        9,512                  
376,846      Total assets                  570,889       327,786                
             EQUITY AND LIABILITIES                                             
123,627      Ordinary share capital and    123,627       69,662                 
premium                                                            
58,644       Retained earnings             58,259        47,939                 
182,271      Shareholder"s interest        181,886       117,601                
30           outside shareholders          148           28,463                 
interest                                                           
182,301      Total Equity                  182,034       146,064                
             Non-current liabilities                                            
35,886             -  interest bearing     193,816       17,505                 
1,268              -  interest free        1,340         1,520                  
2,783              -  deferred taxation    2,152         2,817                  
             Current liabilities                                                
25,597             -  bank overdraft       40,835        32,286                 
10,561             -  short term           11,468        15,648                 
             borrowings                                                         
             Current liabilities -                                              
             interest free                                                      
116,455            -  payables             136,985       111,135                
1,995              -  taxation             2,259         811                    
376,846      Total equity and liabilities  570,889       327,786                
             Supplementary information                                          
-            Capital commitments           7,076         5,905                  
34,651       Capital expenditure           3,905         13,492                 
10,587       Depreciation                  4,991         4,901                  
72,044       Interest bearing borrowings   246,119       65,440                 
12,774       Interest earning deposits     15,503        9,650                  
144,4        Net asset value per ordinary  144,1         121,2                  
             share ( cents )                                                    
122,7        Net tangible asset value per  122,4         120,7                  
ordinary share ( cents )                                           
Summarised consolidated cash flow statement                                     
Year ended                                 Six months ended 31 March            
30 September                                                                    
2005                                                                            
R"000                                                                           
                                           "2006         "2005                  
                                           R"000         R"000                  
(2,223)      Cash flow (used in) / from    (7,275)       (20,371)               
             operating activites                                                
44,165       Profit before interest, tax   21,444        20,721                 
             and non-cash items                                                 
(12,911)     Change in inventory           (21,609)      (17,848)               
(6,771)      Change in receivables         (8,984)       1,772                  
1,602        Change in payables            17,572        (3,718)                
26,085       Cash flow from operations     8,423         927                    
(4,998)      Net finance costs             (3,517)       (2,293)                
29           Dividends received from       76            -                      
             associates                                                         
(15,906)     Taxation paid                 (3,422)       (11,571)               
(7,433)      Dividends paid                (8,835)       (7,434)                
(34,436)     Cash flow used in investing   (164,215)     (13,038)               
             activities                                                         
(1,322)      Buyout of minorities in a     -             -                      
subsidiary                                                         
(34,651)     Investment in fixed assets    (3,905)       (13,492)               
-            Investment in preference      (160,788)     -                      
             shares                                                             
1,537        Proceeds from disposal of     478           454                    
             fixed assets                                                       
20,070       Cash flow from financing      158,973       6,752                  
             activities                                                         
26,238       Interest bearing borrowings   163,293       9,927                  
             raised                                                             
(6,303)      Interest bearing borrowings   (4,384)       (3,142)                
             repaid                                                             
135          Loans advanced                64            (33)                   
(16,589)     Change in cash & cash         (12,517)      (26,657)               
             equivalents                                                        
3,883        Cash and cash equivalents at  (12,706)      3,883                  
beginning of period                                                
(12,706)     Cash and cash equivalents at  (25,223)      (22,774)               
             end of period                                                      
Summarised consolidated statement of changes in equity                          
Year ended                                 Six months ended 31 March            
30September                                                                     
2005                                                                            
                                           "2006         "2005                  
R"000                                      R"000         R"000                  
115,814      Shareholders" funds at        182,271       115,814                
             beginning of the period                                            
53,965       Issue of ordinary shares      -             -                      
17,394       Ordinary shareholders"        8,449         6,689                  
             profit for the period                                              
(4,898)      Dividend paid                 (8,834)       (4,898)                
             -  ordinary                                                        
(4)          -  preference                 -             (4)                    
182,271      Shareholders" interests at    181,886       117,601                
             end of the period                                                  
Business segments                                                               
Mining   Industrial Flexible                               
                     Consum-  Consum-    Plastics                               
                     Ables    Ables      Gundle                                 
                     Inmins   Inmins                                            
Property                     
                                                   and                          
R"000                                              Other    Totals              
Turnover    12       373,806  128,794    330,848   -        833,448             
months                                                              
            to Sept                                                             
            2005                                                                
            6        175,877  65,362     171,204   -        412,443             
months                                                              
            to                                                                  
            March                                                               
            2006                                                                
6        182,156  63,273     159,554   -        404,983             
            months                                                              
            to                                                                  
            March                                                               
2005                                                                
Operating   12       12,913   6,282      12,903    1,960    34,058              
            months                                                              
            to Sept                                                             
2005                                                                
Profit      6        5,083    2,982      10,310    612      18,987              
            months                                                              
            to                                                                  
March                                                               
            2006                                                                
            6        6,267    3,047      6,613      (74)    15,853              
            months                                                              
to                                                                  
            March                                                               
            2005                                                                
Deprecia-   12       1,004    713        8,647     223      10,587              
tion        months                                                              
            to Sept                                                             
            2005                                                                
            6        495      340        4,058     98       4,991               
months                                                              
            to                                                                  
            March                                                               
            2006                                                                
6        542      341        3,902     116      4,901               
            months                                                              
            to                                                                  
            March                                                               
2005                                                                
Capital     12       1,180    839        32,332    300      34,651              
            months                                                              
            to Sept                                                             
2005                                                                
Expenditure 6        286      328        3,281     10       3,905               
            months                                                              
            to                                                                  
March                                                               
            2006                                                                
            6        571      745        12,129    47       13,492              
            months                                                              
to                                                                  
            March                                                               
            2005                                                                
Total       12       114,208  46,360     203,674   12,604   376,846             
months                                                              
            to Sept                                                             
            2005                                                                
Assets      6        138,954  53,229     303,196   75,510   570,889             
months                                                              
            to                                                                  
            March                                                               
            2006                                                                
6        103,818  32,818     175,936   15,214   327,786             
            months                                                              
            to                                                                  
            March                                                               
2005                                                                
Total       12       41,100   18,689     128,943   5,812    194,544             
            months                                                              
            to Sept                                                             
2005                                                                
Liabilities 6        114,183  33,702     234,104   6,866    388,855             
            months                                                              
            to                                                                  
March                                                               
            2006                                                                
            6        59,184   17,326     98,447    6,765    181,722             
            months                                                              
to                                                                  
            March                                                               
            2005                                                                
Impact of IFRS and other adjustments                                            
(R"000)      (R"000)     (R"000)                       
                         IFRS         IFRS        IFRS                          
                         restated     restated    transition                    
                         year ended   6mths ended date                          
30 Sept      31March2005 1-Oct-04                      
                         2005                                                   
Impact on ordinary                                                              
shareholders" interest                                                          
Ordinary shareholders"   172,204      105,130     103,080                       
impact as previously                                                            
reported - SA GAAP                                                              
Change in accounting     -            3,723       3,723                         
policy and correction of                                                        
prior period error                                                              
 - change in subsidiary  -            3,276       3,276                         
accounting policy                                                               
relating to property                                                            
from fair value to cost                                                         
method, in order to                                                             
comply with Group policy                                                        
- understatement in     -             (447)       (447)                        
subsidiary taxation                                                             
charge                                                                          
IFRS adoption            10,067       16,194      16,457                        
IFRS3 - Negative         -            6,555       7,301                         
goodwill credited to                                                            
retained earnings                                                               
IAS16 - Restatement of   12,498       11,981      11,380                        
accumulated depreciation                                                        
to reflect Property                                                             
Plant and Equipment at                                                          
correct value based on                                                          
reassessment of useful                                                          
lives and residual                                                              
values                                                                          
Deferred tax adjustments 2,431        2,342       2,224                         
on the above                                                                    
restatements                                                                    
Ordinary shareholders"   182,271      117,601     115,814                       
impact as currently                                                             
stated                                                                          
INCOME STATEMENT IMPACT                                                         
Net Income as previously 16,483       6,952                                     
reported - SA GAAP                                                              
IFRS adoption            911           (263)                                    
IFRS3 - Negative         -             (746)                                    
goodwill credited to                                                            
retained earnings                                                               
IAS16 - Restatement of   1,118        601                                       
accumulated depreciation                                                        
to reflect Property                                                             
Plant and Equipment at                                                          
correct value based on                                                          
reassessment of useful                                                          
lives and residual                                                              
values                                                                          
Deferred tax adjustments  (207)        (118)                                    
on the above                                                                    
restatements                                                                    
Net income as currently  17,394       6,689                                     
stated                                                                          
COMMENTS                                                                        
REVIEW OF RESULTS   These results incorporate the effect of the conversion to   
International Financial Reporting Standards ("IFRS"). The full disclosure of the
effect of the conversion to IFRS is given under the section headed Impact of    
IFRS and Other Adjustments.                                                     
Revenue grew slightly by 1,8% to R412 million (2005 : R405 million).            
Operating profit increased by 3,4% to R16,4 million (2005 : R15,9 million)      
Investment income of R2,6 million(2005 : nil) was achieved as a result of the   
Black Economic Empowerment ("BEE") restructuring. Due to increased investment in
plant and equipment in the second half of the 2005 financial year, and the BEE  
restructuring loan, interest paid has increased to R6,5 million (2005 : R2,3    
million).                                                                       
Earnings increased by 26,3% to R8,4 million (2005 : R6,7 million), and headline 
earnings increased by 28,9% to R8,5 million (2005 : R6,6 million ).             
Earnings per share declined by 2,9% to 6,69 cents per share (2005 : 6,89 cps),  
due to the increased number of shares in issue.                                 
Likewise, headline earnings per share declined by 0,88% to 6,74 cents per share 
(2005 : 6,80 cps).                                                              
During the reporting period there was a net cash outflow of R12,5 million.      
The cashflow from operations was adversely affected by :                        
     Dividends paid                                                             
     Inventory  -   increased as long lead times                                
continued to persist                                                            
Receivables  -      increased in relation to the higher turnover in March  
2006 as compared to the previous year.                                          
An increase in payables funded a portion of the abovementioned outflows.        
The gearing of the group increased substantially to 135% (2005 : 47%), due to   
the large long term loan obtained to fund the restructure of the group for BEE  
purposes. This however must be viewed in conjunction with the new investment.   
For comparative purposes, if this long term loan is excluded, the gearing would 
have reduced to 38% (2005 : 47%).                                               
OPERATIONAL REVIEWS                                                             
The Gundle Group -  As previously reported, market conditions remained tight due
to the strong rand, high polymer prices, and capacity oversupply, causing low   
margins. Adverse conditions in the agricultural market caused fertilizer sales  
to reduce significantly, and heavy rains during January and February in Gauteng 
reduced cement consumption. Both these factors had a negative impact on Gundle"s
product volumes related to these markets.                                       
Major capital expenditure implementation and commissioning problems have now    
been solved and are contributing positively to results. Most of the steps       
undertaken to improve divisional results during the latter part of the year are 
contributing positively. More actions are being implemented to ensure continuous
improvements of all manufacturing units.                                        
Shortages of recycled material and delays in the Sasol expansion projects       
negatively impacted on inventory levels and cash flows.                         
The Inmins Group -   Trading conditions continued on the same trend as reported 
previously, particularly in the mining division. The anticipated growth in the  
gold mining sector due to the increase in the gold price, did not materialise   
during the current reporting period, resulting in less capital spending on hydro
power and back fill project business for the Inmins added value operation. Group
consumable business in the coal sector has also reduced, whilst business in the 
platinum sector has improved. Long lead times on certain steel pipe products,   
both local and overseas, continued to necessitate increased inventory levels.   
Strong competition from cheaper imported products continued.                    
Despite difficult trading conditions, the industrial division maintained its    
profit position. A recent exclusive distributorship from overseas suppliers has 
been secured to replace certain uncompetitive local products.                   
CAPITAL COMMITMENTS  In addition to the amount of R7,08 million reflected in the
supplementary information, the following capital expenditure has been approved  
subsequent to end March 2006 :                                                  
     Property (for use in the group)         R13 000 000                        
     Plant and equipment                     R  2 026 000                       
BASIS OF PREPARATION  The financial statements have been prepared in accordance 
with International Financial Reporting Standards ("IFRS") and the accounting    
standards applicable to Interim Financial Reporting IAS 34. Prior to 01 October 
2004, the financial statements were prepared in terms of the South African      
Statements of Generally Accepted Accounting Practice ("GAAP"). The first time   
adoption of IFRS has resulted in changes to the Group"s accounting policies, and
the need to restate the prior year accounts, as detailed above, under the       
section headed Impact of IFRS and Other Adjustments.                            
AUDIT  The financial information set out in these abridged consolidated group   
results has been reviewed by BDO Spencer Steward (Johannesburg) Inc. Their      
unqualified report is available for inspection at the company"s registered      
office.                                                                         
PROSPECTS  The group has now been restructured, BEE structures implemented and  
BEE partners have been selected and contracts are being finalised, enabling the 
group to grow positively in the future.                                         
Steps taken last year in Gundle enable individual factories to have more focused
product profiles, higher outputs and improved profitability. More envisaged     
changes should increase future profitability.                                   
Although commodity prices increased substantially, low gold production and the  
fact that the gold mines hedged future production at low prices impacted        
negatively on consumables used in the mining activities. The increase in        
platinum prices and outputs should increase Inmins volumes relating to these    
activities. Some industrial markets should grow more aggressively as product    
sourcing from different parts of the world is contributing positively and market
shares are increasing. Inmins will continue to search for more products on the  
world markets.                                                                  
Mergers and acquisitions will continually be investigated in order to obtain    
critical mass and to increase share liquidity.                                  
The board is positive that the repositioning of the group, sound capital        
expenditure, BEE implementation and future expansion bodes well for the future. 
DIVIDENDS - In line with Group policy, no interim dividends have been declared. 
BLACK ECONOMIC EMPOWERMENT                                                      
The Board is pleased to advise that in addition to the broad based staff share  
trusts, agreements in principle have been reached with certain black parties who
will become shareholders in the Group operating companies. All that remains is  
the finalisation and signature of the various shareholder agreements. The       
introduction of the new shareholders will result in 25% of the shares in Inmins 
Trading (Pty) Limited and Gundle Plastics Group (Pty) Limited being held by BEE 
parties. The names of these parties are expected to be announced within two     
months.                                                                         
CORPORATE GOVERNANCE - The Group subscribes to the value of good corporate      
governance and is committed to continue implementation of the recommendations of
the King II Report and the requirements of the JSE Limited.  The Group          
endeavours to conduct business in accordance with the principles of             
accountability, transparency and integrity.                                     
On behalf of the board                                                          
WAR WENTELER             J H HENDERSON                                          
Chairman                 Deputy Chairman                                        
21 JUNE 2006                                                                    
Directors :   WAR Wenteler (Chairman), J H Henderson (Deputy Chairman)*,  W     
Fourie (Financial),  P J Kruger , DB Mostert *, C J Pallas *  (* - non-         
executive)                                                                      
E-mail:   secretary@winhold.co.za       Website: www.winhold.co.za              
Auditors :                                                                      
BDO Spencer Steward (Johannesburg) Inc                                          
13 Wellington Road, Parktown,  2193                                             
(Pvt Bag X60500,  Houghton,  2041)                                              
( Email :  bdojhb@bdo.co.za )                                                   
Company Secretary and registered office :                                       
D J  de Villiers                                                                
884 Linton Jones Street, Industries East,Germiston                              
(PO Box 5324, Johannesburg 2000)                                                
( Email : davedevilliers@winhold.co.za)                                         
Transfer Secretaries :                                                          
Computershare Investor Services 2004 (Pty)Ltd                                   
70 Marshall Street, Johannesburg                                                
(PO Box 61051, Marshalltown 2107)                                               
( Email : registrar@computershare.co.za )                                       
Date: 21/06/2006 05:05:45 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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