2010/08/26
WHL - Woolworths Holdings - Audited group results for the year ended 27 [JSE Securities Exchange - SENS]
 
WOWOW                                                                           
WHL - Woolworths Holdings - Audited group results for the year ended 27         
June 2010 and cash dividend declaration                                         
WOOLWORTHS HOLDINGS LIMITED                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number: 1929/001986/06                                             
Share code: WHL                                                                 
ISIN: ZAE000063863                                                              
AUDITED GROUP RESULTS FOR THE YEAR ENDED 27 JUNE 2010 AND CASH DIVIDEND         
DECLARATION                                                                     
FINANCIAL HIGHLIGHTS                                                            
- TURNOVER UP 10.5%                                                             
- SA RETAIL PROFITS UP 22.9%                                                    
- ADJUSTED HEADLINE EARNINGS PER SHARE UP 24.7%                                 
- DIVIDEND PER SHARE UP 25.2%                                                   
- MARKET SHARE GAINS THROUGHOUT                                                 
COMMENTARY                                                                      
GROUP RESULTS                                                                   
The group performed well for the year with all retail segments growing          
above the market.                                                               
Adjusted headline earnings per share increased by 24.7% to 157.2 cents          
per share with group turnover increasing by 10.5% (second half up by            
11.6%). Woolworths SA retail profit before tax was 22.9% up on the              
previous year.                                                                  
The results are not comparable for the following reasons:                       
* R380m profit earned on the sale of a controlling interest in WFS              
included in 2009 year;                                                          
* R75m STC on special dividend paid in 2009 year; and                           
* R57m (after tax) foreign exchange loss included in 2009 that has              
unwound as a                                                                    
R57m profit in 2010.                                                            
Return on equity, based on headline earnings, increased from 26.3% to           
39.4%.                                                                          
The balance sheet remained strong and open market share repurchases of          
R410m                                                                           
were made during the year.                                                      
A final dividend of 67.0 cents per share has been declared. A total             
distribution of 105.0 cents per ordinary share has been made for the            
period.                                                                         
WOOLWORTHS                                                                      
The growing increase in customer confidence and the strategies that we          
put in place to attract customers back to our stores delivered a sales          
increase of 10.4% and market share gains in all categories.                     
Clothing and general merchandise sales increased by 11.2% for the year,         
with comparable stores increasing by 6.7%. Gains in market share have           
been made for the past 15 months, with clothing and footwear growth             
tracking approximately 5% above the RLC market on a continual basis.            
Food sales increased by 9.9% for the year with comparable stores                
increasing by 5.6%. Price movement for the year averaged 5.2%. The              
second half delivered real volume growth in our comparable stores. The          
market has responded positively to our product value offering, with             
market share gains in the last nine months and growth exceeding the RLC         
market by approximately 6%.                                                     
Gross margin increased from 28.0% to 29.8%, achieved through better             
sourcing and lower markdowns. The clothing and general merchandise              
sourcing strategy delivered our year three targeted margin a year               
earlier than anticipated.                                                       
Operating margin has shown a strong improvement to 7.0% from 6.2%,              
mainly due to the gross margin improvement.                                     
New store expansion was down on the previous year, with seven full-line         
stores and nine food stand-alone stores opened. Trading space increased         
by 4.8% in clothing and general merchandise and 3.7% in food.                   
COUNTRY ROAD                                                                    
The trading conditions in Australia have been challenging. The                  
government's fiscal stimulus packages of the previous year were not             
repeated and there have  been six interest rate increases during the            
year.                                                                           
Sales increased by 8.5% in the year, with a comparable sales increase           
of 1.5% (in Australian dollar).                                                 
Gross margin decreased from 59.5% to 57.4%, due to heavy discounting            
needed to stimulate customer spending.                                          
Operating margin declined to 4.9% from 6.3%, impacted by the reduced            
gross margin and the start-up costs of the new Trenery brand.                   
WOOLWORTHS FINANCIAL SERVICES (WFS)                                             
The results of the WFS segment are not comparable with last year. They          
have been equity accounted for the full year ended June 2010, whilst            
they were accounted for as a subsidiary for three months and equity             
accounted for nine months in the year ended June 2009.                          
Customer demand for credit remained subdued throughout the year. The            
closing debtors' books at year-end were 1.3% down on the previous year.         
The quality of the debtors' books have improved considerably with a             
reduction in the impairment charge as a percentage of average gross             
receivables from 7.5% to 5.1%.                                                  
OUTLOOK                                                                         
We expect economic conditions in South Africa to improve, albeit at a           
slower pace. Trading in Australia will remain tough but is expected to          
improve in the second half.                                                     
Current trading remains positive and in line with expectations. The             
business is focused, strategies are delivering and we are well                  
positioned for continued growth in the year ahead.                              
The benefit of a lower effective tax rate last year will return to              
normal levels.                                                                  
DA Hawton                       SN Susman                                       
Chairman                        Chief executive officer                         
Cape Town, 25 August 2010                                                       
DIVIDEND DECLARATION                                                            
Notice is hereby given that the directors have declared a final cash            
dividend of 67.0 cents per ordinary share for the fifty-two weeks ended         
27 June 2010.                                                                   
The salient dates for the dividend will be as follows:                          
Last day to trade to receive a dividend                                         
Friday, 10 September 2010                                                       
Shares commence trading "ex" dividend                                           
Monday, 13 September 2010                                                       
Record date                                                                     
Friday, 17 September 2010                                                       
Payment date                                                                    
Monday, 20 September 2010                                                       
Share certificates may not be dematerialised or rematerialised between          
Monday, 13 September 2010 and Friday, 17 September 2010 both days               
inclusive.                                                                      
In accordance with the company's articles of association, dividends             
amounting to less than R5.00 due to any one holder of the company's             
ordinary shares held                                                            
in certificated form will not be paid, unless otherwise requested in            
writing, but will be aggregated with other such amounts and be donated          
to a charity nominated by the directors.                                        
A final cash dividend of 22.1 cents per preference share for the fifty-         
two weeks ended 27 June 2010 will be paid to the beneficiaries of               
Woolworths Employee Share Ownership Scheme on 20 September 2010.                
CL Lowe                                                                         
Group secretary                                                                 
Cape Town, 25 August 2010                                                       
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                  
                                                    52 weeks                    
                                                 to 27 June                     
                                                      2010                      
                                         Notes             Rm                   
Revenue                                             23 663                      
Turnover                                             23 393                     
Cost of sales                                       15 656                      
Gross profit                                        7 737                       
Other revenue                              3             95                     
Expenses                                            6 178                       
Store costs                                         3 940                       
Net bad debt and bad debt provision                 -                           
Other operating costs                              2 238                        
Operating profit                                   1 654                        
Investment income                         3        175                          
Interest paid                                      151                          
Profit before earnings from joint ventures and                                  
associate                                          1 678                        
Earnings from joint ventures                         75                         
Earnings from associate                              6                          
Profit before exceptional item                       1 759                      
Profit on disposal of controlling interest in                                   
subsidiary                                            -                         
Profit before tax                                  1 759                        
Tax                                                  491                        
Profit after tax                                    1 268                       
Other comprehensive income:                                                     
Net fair value adjustments on financial instruments,                            
after tax                                            40                         
Exchange differences on translation of foreign                                  
subsidiaries                                         13                         
Other comprehensive income for the period, net of tax                           
53                                                                              
Total comprehensive income for the period          1 321                        
Profit attributable to:                            1 268                        
Shareholders of the parent                         1 258                        
Non-controlling interest                           10                           
Total comprehensive income attributable to:       1 321                         
Shareholders of the parent                        1 304                         
Non-controlling interest                           17                           
Reconciliation of headline earnings                                             
Earnings attributable to shareholders of the parent     1 258                   
BEE preference dividend paid                            11                      
Basic earnings                                          1 247                   
Profit on disposal of controlling interest in subsidiary      -                 
Loss on disposal of property, plant and equipment          24                   
Tax impact of adjustments                                 (7)                   
Headline earnings                                         1 264                 
Abnormal foreign exchange related (gain)/loss    4       (57)                   
STC on special dividend                             -                           
Adjusted headline earnings                              1 207                   
Headline earnings per share (cents)                     164.6                   
Earnings per share (cents)                   5          162.4                   
Adjusted headline earnings per share (cents)            157.2                   
Diluted headline earnings per share (cents)             159.3                   
Diluted earnings per share (cents)             5        157.2                   
Adjusted diluted headline earnings per share (cents)    152.2                   
Number of shares in issue (millions)             759.5                          
Weighted average number of shares in issue (millions)    768.0                  
                                      52 weeks                                  
                                       to 28 June                               
                                     2009              %                        
                                     Rm         change                          
Revenue                               21 922            7.9                     
Turnover                              21 175           10.5                     
Cost of sales                         14 501            8.0                     
Gross profit                          6 674            15.9                     
Other revenue                         563             (83.1)                    
Expenses                               5 784            6.8                     
Store costs                          3 482             13.2                     
Net bad debt and bad debt provision  134              (100.0)                   
Other operating costs                2 168            3.2                       
Operating profit                     1 453             13.8                     
Investment income                     184            (4.9)                      
Interest paid                         281            (46.3)                     
Profit before earnings from joint ventures and                                  
associate                              1 356           23.7                     
Earnings from joint ventures             58           29.3                      
Earnings from associate                 12            (50.0)                    
Profit before exceptional item         1 426           23.4                     
Profit on disposal of controlling interest in                                   
subsidiary                                 380        (100.0)                   
Profit before tax                        1 806          (2.6)                   
Tax                                         546         (10.1)                  
Profit after tax                          1 260            0.6                  
Other comprehensive income:                                                     
Net fair value adjustments on financial                                         
instruments, after tax                                  (54)                    
Exchange differences on translation of foreign                                  
subsidiaries                                            (81)                    
Other comprehensive income for the period, net                                  
of tax                                                 (135)                    
Total comprehensive income                1 125           17.4                  
Profit attributable to:                   1 260            0.6                  
Shareholders of the parent                1 248            0.8                  
Non-controlling interest                     12         (16.7)                  
Total comprehensive income attributable to:  1 125        17.4                  
Shareholders of the parent                   124           16.0                 
Non-controlling interest                     1           >100                   
Reconciliation of headline earnings                                             
Earnings attributable to                                                        
shareholders of the parent                   1 248            0.8               
BEE preference dividend paid                    9                               
Basic earnings                               1 239            0.6               
Profit on disposal of controlling interest in                subsidiary         
(380)                                                                           
Loss on disposal of property, plant and equipment        4                      
Tax impact of adjustments                               (1)                     
Headline earnings                             862           46.6                
Abnormal foreign exchange related (gain)/loss      57                           
STC on special dividend                            75                           
Adjusted headline earnings                         994           21.4           
Headline earnings per share (cents)               109.3           50.6          
Earnings per share (cents)                         157.2            3.3         
Adjusted headline earnings per share (cents)     126.0           24.7           
Diluted headline earnings per share (cents)      107.5           48.2           
Diluted earnings per share (cents)               154.0            2.0           
Adjusted diluted headline earnings per                        share             
(cents)                                         123.7           23.0            
Number of shares in issue (millions)            774.7          (2.0)            
Weighted average number of shares in issue                                      
(millions)                                      788.3          (2.6)            
CONSOLIDATED STATEMENT OF FINANCIAL POSITION                                    
                               At 27 June     At 28 June                        
                                    2010           2009                         
                          Notes             Rm             Rm                   
ASSETS                                                                          
Non-current assets                   3 633          3 436                       
Property, plant and equipment   6    1 991          1 937                       
Investment property                  121            121                         
Intangible assets              6     392            351                         
Investment in associate               40             35                         
Investment in joint ventures          574            534                        
Prepaid employment costs              29             37                         
Participation in export partnerships  63             65                         
Other loans                           95            126                         
Derivative financial instruments       1              -                         
Deferred tax                           327            230                       
Current assets                         5 377          4 869                     
Inventories                            1 676          1 723                     
Trade and other receivables            759            745                       
Derivative financial instruments       19              6                        
Tax                                    6              4                         
Cash                                   2 917          2 391                     
Total assets                           9 010          8 305                     
EQUITY AND LIABILITIES                                                          
Capital and reserves                   3 453          3 072                     
Interest of shareholders of the parent 3 396          3 025                     
Non-controlling interest                 57             47                      
Non-current liabilities                1 362          2 342                     
Interest-bearing borrowings             521          1 532                      
Operating lease accrual                 447            457                      
Derivative financial instruments        15             16                       
Post-retirement medical aid liability   292            272                      
Deferred tax                                              87                    
65                                                                              
Current liabilities                    4 195          2 891                     
Trade and other payables               2 608          2 373                     
Provisions                             248            250                       
Derivative financial instruments       20            142                        
Tax                                    285            111                       
Interest-bearing borrowings           1 034             15                      
Total equity and liabilities           9 010          8 305                     
Net asset book value - per share (cents) 447            391                     
GROUP ANALYSIS                                                                  
Total assets                           9 010          8 305                     
SA Retail                              5 207          4 923                     
Country Road                           788            836                       
Treasury                               2 442          2 013                     
Financial Services                     573            533                       
Inventories                           1 676          1 723                      
SA Retail                              1 416          1 474                     
Country Road                           260            249                       
Approved commitment for capital                                                 
expenditure                            786            624                       
SA Retail                              652            473                       
Country Road                           134            151                       
CONSOLIDATED STATEMENT OF CASH FLOWS                                            
                                  52 weeks       52 weeks                       
                                 to 27 June     to 28 June                      
                                      2010           2009                       
                                        Rm             Rm                       
Cash flow from operating activities                                             
Cash inflow from trading                 2 220          1 651                   
Working capital movements                 215             67                    
Cash applied to financial services assets   -             21                    
Cash generated by operating activities    2 435          1 739                  
Interest received                         167            549                    
Finance costs paid                      (152)          (312)                    
Tax paid                                 (367)          (370)                   
Cash generated by operations             2 083          1 606                   
Dividends received from associate        1              1                       
Dividends received from WFS               35              -                     
Distributions to shareholders            (725)          (655)                   
Net cash inflow from operating activities  1 394            952                 
Cash flow from investing activities                                             
Net investment in PPE                     (543)          (614)                  
Proceeds on disposal of controlling interest in                                 
subsidiary                                  -              875                  
Replacement of WFS debt funding by joint venture                                
partner                                       -          2 909                  
Cash disposed of on sale of controlling interest                                
in subsidiary                                 -          (535)                  
Costs incurred on disposal of controlling                                       
interest in subsidiary                        -           (48)                  
Other                                         29             38                 
Net cash (outflow)/inflow from investing activities  (514)   2 625              
Cash flow from financing activities                                             
Shares issued                                  47             26                
Repurchase of treasury shares                 (410)          (317)              
Special dividend to shareholders                 -          (750)               
Share repurchase costs                        (1)            (5)                
Payment of finance lease liabilities           (20)            (9)              
Short-term borrowings raised                   20              -                
Net cash outflow from financing activities     (364)     (1 055)                
Increase in cash and cash equivalents          516        2 522                 
Cash and cash equivalents at the beginning of the                               
period                                         2 391           (91)             
Effect of foreign exchange rate changes          10           (40)              
Cash and cash equivalents at the end of the period   2 917   2 391              
GROUP ANALYSIS                                                                  
Cash inflow from trading                    2 220          1 651                
SA Retail                                   2 022          1 449                
Country Road                                 198            202                 
Gross capital expenditure                    607            753                 
SA Retail                                    460            611                 
Country Road                                 147            143                 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                                     
                                     Share-                                     
                                    holders            Non-                     
                                  of the     controlling                        
                                  parent        interest                        
                              Notes          Rm              Rm                 
Interest at the beginning of the period       3 025          47                 
Movements for the period:                                                       
Issue of shares                     7          47               -               
Shares repurchased                  7       (410)               -               
Share repurchase costs                     (1)               -                  
Distributions to shareholders               (718)             (7)               
Share-based payments                        149               -                 
Total comprehensive income for the period     1 304        17                   
Interest at the end of the period            3 396              57              
Distribution per ordinary share (cents)                                         
- ordinary                                                                      
- special                                                                       
Distribution cover (based on headline                                           
earnings per share excluding special                                            
dividend)                                                                       
Distribution per preference share (cents)                                       
                                      Total          Total                      
                                   52 weeks       52 weeks                      
                                   to 27 June     to 28 June                    
                                      2010           2009                       
                                       Rm             Rm                        
Interest at the beginning of the period                3 072          3         
578                                                                             
Movements for the period:                                                       
Issue of shares                        47             26                        
Shares repurchased                   (410)          (317)                       
Share repurchase costs               (1)            (5)                         
Distributions to shareholders        (725)        (1 405)                       
Share-based payments                   149             70                       
Total comprehensive income for the period    1 321          1 125               
Interest at the end of the period            3 453          3 072               
Distribution per ordinary share (cents)                                         
- ordinary                                   105.0           85.0               
- special                                   -           94.0                    
Distribution cover (based on headline                                           
earnings per share excluding special dividend)    1.6        1.3                
Distribution per preference share (cents)         30.8           17.3           
SEGMENTAL ANALYSIS                                                              
The group has adopted IFRS 8 Operating Segments with effect from 1 July         
2009.                                                                           
IFRS 8 requires operating segments to be identified on the basis of             
internal reporting about components of the group that are regularly             
reviewed by the chief operating decision maker (CODM) to allocate               
resources to the segments and to assess their performance. The CODM has         
been identified as the group's executives collectively. Management has          
determined the operating segments based on the main internal reporting          
segments. The group has identified five reportable segments:                    
- Clothing and General Merchandise (C&GM) (Clothing, homeware, beauty           
and other lifestyle products)                                                   
- Foods                                                                         
- Country Road (Clothing retailers operating in Australasia)                    
- Woolworths Financial Services (WFS) (Financial products and services)         
- Treasury (Cash management activities)                                         
The executive directors evaluate the segmental performance based on             
profit or                                                                       
loss before tax and exceptional items.                                          
To increase transparency and comparability of revenue, the group has            
included additional voluntary disclosure of revenue from logistics              
services.                                                                       
The new segments are different from the segments previously disclosed           
as Woolworths Retail has been subdivided into Foods, and Clothing and           
General Merchandise. Woolworths Financial Services remains a segment,           
accounted for on an equity basis subsequent to the disposal of the              
controlling interest on       1 October 2008.                                   
The following is an analysis of the group's revenue and operating               
results by                                                                      
reportable segment:                                                             
                                              52 weeks                          
                                              to 27 June                        
                                                     2010                       
                                         Notes             Rm                   
Revenue                                                                         
Turnover                                                23 393                  
SA Retail                                               20 897                  
Clothing and General Merchandise                         8 253                  
Foods                                                    12 227                 
Logistics                                                 417                   
Country Road                                              2 496                 
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                                       -                      
Other revenue                                             270                   
SA Retail                                                  86                   
Clothing and General Merchandise                          21                    
Foods                                                     65                    
Country Road                                              52                    
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                                          -                   
Treasury                                                  175                   
Intra-group                                               (43)                  
Total group                                               23 663                
Gross profit                                                                    
SA Retail                                                6 304                  
Clothing and General Merchandise                         3 310                  
Abnormal foreign exchange related gain       4             79                   
Foods                                                     2 838                 
Intra-group                                               77                    
Country Road                                             1 433                  
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                                       -                      
Total group                                              7 737                  
Profit before tax and exceptional item                                          
SA Retail                                                1 537                  
Clothing and General Merchandise                         1 013                  
Abnormal foreign exchange related gain/(loss) 4          79                     
Foods                                                    445                    
Country Road                                             119                    
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                                                              
-                                                                               
Woolworths Financial Services (joint venture from                               
1 October 2008)                                         75                      
Treasury                                                28                      
Total group                                             1 759                   
                                        52 weeks                                
                                          to 28 June                            
                                            2009              %                 
                                                         Rm                     
change                                                                          
Revenue                                                                         
Turnover                                   21 175           10.5                
SA Retail                                  18 936           10.4                
Clothing and General Merchandise            7 423           11.2                
Foods                                       11 126            9.9               
Logistics                                    387            7.8                 
Country Road                                2 235           11.7                
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                            4        (100.0)                  
Other revenue                                747         (63.9)                 
SA Retail                                    96         (10.4)                  
Clothing and General Merchandise             38         (44.7)                  
Foods                                        58           12.1                  
Country Road                                 17          205.9                  
Woolworths Financial Services                                                   
(subsidiary to 30 September 2008)           470        (100.0)                  
Treasury                                    184          (4.9)                  
Intra-group                                 (20)          115.0                 
Total group                                 21 922            7.9               
Gross profit                                                                    
SA Retail                                    5 310           18.7               
Clothing and General Merchandise             2 731           21.2               
Abnormal foreign exchange related gain          -              -                
Foods                                        2 510           13.1               
Intra-group                                  69              11.6               
Country Road                                 1 360            5.4               
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                          4              (100.0)              
Total group                                 6 674           15.9                
Profit before tax and exceptional item                                          
SA Retail                                     1 108           38.7              
Clothing and General Merchandise              780           29.9                
Abnormal foreign exchange related gain/(loss) (79)           -                  
Foods                                         407            9.3                
Country Road                                   139         (14.4)               
Woolworths Financial Services (subsidiary to                                    
30 September 2008)                            72        (100.0)                 
Woolworths Financial Services (joint venture from                               
1 October 2008)                               57           31.6                 
Treasury                                      50         (44.0)                 
Total group                                  1 426                              
NOTES                                                                           
1 Basis of preparation                                                          
The abridged group financial statements comply with IAS 34 Interim              
Financial                                                                       
Reporting. These abridged financial statements do not contain all the           
information and disclosures required in the annual financial                    
statements, and comply with International Financial Reporting                   
Standards.                                                                      
Accounting policies used in the abridged consolidated financial                 
statements are                                                                  
the same as those used to prepare the group annual financial                    
statements.                                                                     
2 Significant accounting policies                                               
The accounting policies applied are consistent with those followed in           
the preparation of the consolidated annual financial statements for the         
period ended 28 June 2009, except for the adoption of the following             
IFRS, IFRIC interpretations, amendments and circulars that became               
effective during the current period. These changes had no significant           
impact on the reported results other than giving rise to additional             
disclosures and a revision to the relevant accounting policies:                 
- IFRS 8 Operating Segments                                                     
- IAS 1 Revised - Presentation of Financial Statements                          
- IFRS 7 Amendments - Financial Instruments Disclosure                          
- IAS 23 Amendments - Borrowing Costs                                           
- IAS 27 Amendments - Consolidated and Separate Financial Statements            
- IFRS 3 Revised - Business Combinations                                        
- IFRS 2 Amendments - Share-based Payments: Vesting Conditions and              
Cancellation                                                                    
- IAS 38 Improvements - Intangible Assets: Expenditure on Advertising           
and                                                                             
Promotional Activities                                                          
- IAS 39 Amendments - Eligible Hedged Items                                     
- IFRS 5 Amendments - Non-current Assets Held for Sale and Discontinued         
Operations                                                                      
- Circular 3/2009 - Headline Earnings                                           
The following amendments have been early adopted by the group, but had          
no material impact on the reported results:                                     
- IFRS 8 Improvements - Operating Segments                                      
- IAS 36 Improvements - Impairment of Assets                                    
- IFRS 2 Amendments - Share-based Payment: Group Share-based Payment            
Transactions                                                                    
3 Reclassification of comparative figures                                       
Income received relating to investment activities has been separately           
disclosed from other revenue and is excluded from operating profit.             
4 Abnormal foreign exchange related (gain)/loss                                 
An unrealised foreign exchange loss of R79m (R57m after tax) on the             
marking-to-market of foreign exchange contracts was incurred at 28 June         
2009. A subsequent gain of R79m (R57m after tax) is included in gross           
profit in the current period.                                                   
5 Earnings per share                                                            
The difference between earnings per share and diluted earnings per              
share is due to the impact of outstanding options under the group share         
incentive schemes and preference shares issued in terms of the BEE              
employee share ownership scheme.                                                
6 Property, plant and equipment and intangible assets                           
During the financial period, the group acquired property, plant and             
equipment with a cost of R500m (2009: R617m) and acquired intangible            
assets with a cost of R107m (2009: R137m). The current period's FEC             
adjustment is insignificant.                                                    
7 Issue and repurchase of shares                                                
During the current financial period to 27 June 2010, 6 172 402 (2009:           
5 595 343) ordinary shares were issued in terms of the group's                  
executive share incentive scheme.                                               
17 378 892 (2009: 26 384 969) shares were repurchased from the market           
by E-Com (Proprietary) Limited and 4 061 222 (2009: nil) shares were            
repurchased from the market by Woolworths (Proprietary) Limited. These          
shares are held as treasury shares by the group.                                
40 497 604 (2009: nil) shares were issued to Woolworths (Proprietary)           
Limited and are held as treasury shares.                                        
8 Contingent liabilities                                                        
Various group companies are parties to legal disputes and                       
investigations which have arisen in the ordinary course of business.            
Whilst the outcome of some ofthese matters cannot readily be foreseen,          
the directors do not expect the outcomes to have a material financial           
effect.                                                                         
9 Borrowing facilities                                                          
Unutilised banking facilities amount to R2 443m (2009: R3 477m). There          
is no limit in the articles of association on the group's authority to          
raise interest-bearing debt.                                                    
10 Related party transactions                                                   
The group entered into related party transactions during the period.            
Information regarding the related parties is included in the annual             
financial statements.                                                           
11 Events subsequent to reporting date                                          
No event material to the understanding of these financial statements            
has occurred between the end of the financial period and the date of            
approval.                                                                       
12 Approval of annual financial statements                                      
The annual financial statements were approved by the board of directors         
on     25 August 2010.                                                          
13 Audit opinion                                                                
These abridged consolidated group financial statements have been                
extracted from the audited annual financial statements on which Ernst &         
Young Inc and SAB&T Inc have issued an unqualified report. This report          
is available for inspection at the company's registered office.                 
DIRECTORATE AND STATUTORY INFORMATION                                           
Non-executive directors:                                                        
Buddy Hawton (Chairman), Peter Bacon (British), Lindiwe Bakoro,                 
Nigel Colne (British), Brian Frost, Mike Leeming, Chris Nissen, Thina           
Siwendu,                                                                        
Sindi Zilwa                                                                     
Executive directors:                                                            
Simon Susman (CEO), Ian Moir (Australian), Zyda Rylands, Norman Thomson         
Group secretary:                                                                
Cherrie Lowe                                                                    
Share code:                                                                     
WHL                                                                             
ISIN:                                                                           
ZAE000063863                                                                    
Registration address:                                                           
PO Box 680, Cape Town 8000                                                      
Woolworths House, 93 Longmarket Street Cape Town 8001                           
Registration number:                                                            
1929/001986/06                                                                  
Auditors:                                                                       
Ernst & Young Inc and SAB&T Inc                                                 
Bankers:                                                                        
The Standard Bank of South Africa Limited                                       
JSE sponsor:                                                                    
Rand Merchant Bank (A division of FirstRand Bank Limited)                       
Transfer secretaries:                                                           
Computershare Investor Services (Pty) Limited                                   
70 Marshall Street, Johannesburg 2001                                           
visit our investor relations site: www.woolworthsholdings.co.za                 
Date: 26/08/2010 07:05:01 Produced by the JSE SENS Department.                  
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