2013/08/29
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Audited Group results for the 53 weeks ended 30 June 2013 and cash dividend declaration [JSE Securities Exchange - SENS]
 
Audited Group results for the 53 weeks ended 30 June 2013 and cash dividend declaration

WOOLWORTHS HOLDINGS LIMITED
Share Code: WHL  
ISIN: ZAE000063863
Registration Number: 1929/001986/06
("WHL" or "the Group")

AUDITED GROUP RESULTS FOR THE 53 WEEKS ENDED 30 JUNE 2013
AND CASH DIVIDEND DECLARATION

HIGHLIGHTS

- TURNOVER
  +23.2%
         
- PROFIT BEFORE TAX
  +27.1%
    
- HEADLINE EARNINGS PER SHARE
  +27.3% (52 weeks : 25.3%)

- ADJUSTED HEADLINE EARNINGS PER SHARE
  +30.0% (52 weeks : 28.0%)
         
- RETURN ON EQUITY
  49.7 %

Commentary
WHL GROUP
The strong sales growth experienced in the first half of the year continued through into the second half despite
the pressure on the SA consumer. The inclusion in the second quarter of the group's Australian acquisition,
Witchery, further boosted sales for the 53 weeks to 30 June 2013, which increased 23.2% over the 52 week period
in 2012.

Sales growth was leveraged by improved gross margins in both the South African and Australian clothing
businesses, benefiting from improved sourcing, delivering group profit before tax growth of 27.1%.

Included in earnings and headline earnings are transaction and integration costs of R77 million (June 2012: R27 million)
relating to the acquisition of the Witchery Group, once-off store employee restructuring costs of R43 million and net
unrealised foreign exchange gains of R67 million (June 2012: R43 million), all stated before tax. Earnings per share ("EPS")
and headline earnings per share ("HEPS") for the 53-week period to 30 June 2013 were 25.5% and 27.3% higher
than the corresponding 52-week reporting period. HEPS is 2.7% higher when adjusted for these non-core items.
Return on equity (excluding goodwill) increased from 50.3% at 24 June 2012 to 58.7% at 30 June 2013.

The impact of the additional 53rd week has added 2% to earnings.

Return on equity increased from 46.4% at 24 June 2012 to 49.7% at 30 June 2013.

WOOLWORTHS
Clothing and General Merchandise 
Woolworths Clothing and General Merchandise sales grew by 12.3% and by 10.1% on a 52-week basis.
                                   
Clothing sales grew by 13.7% with price movement of 7.1% (comparable store sales increased by 9.3%) with
market share unchanged from last year at 15.4%. General merchandise grew by 9.2% (52-weeks: 7.2%) and by
4.9% (52 weeks: 3.0%) in comparable stores. Gross profit margins improved from 44.5% to 46.4% as we continued
to generate benefits from improved sourcing. Total expenses (excluding store employee restructuring costs and
unrealised foreign exchange gains) increased 17.9% with comparable store cost growth of 7.9% (5.8% on a
52-week basis). Adjusted profit before tax grew by 15.2% and return on sales increased to 17.2% from 16.8% last year.

9,943m2 (2.6%) of net new store footage was added during the year.

Food
Our supermarket strategy, which is aimed at capturing a greater share of our loyal customers' food shop,
continued to show success, whilst our core produce and protein departments also performed well.

Food sales grew by 15.4% (52-weeks: 13.3%), well ahead of market growth of 7.1%, with price movement of 7.6%.
Sales in comparable stores grew by 12.1% and 10.0% on a 52-week basis. Food sales grew by an annualised
15.3% in the 26 weeks of the second half compared to first half growth of 11.1%. Gross profit margins improved
from 25.2% to 25.6%. Expenses (excluding the impact of store employee restructuring costs) increased 15.7% with
comparable store costs increasing by 7.5% (5.4% on a 52-week basis). Adjusted profit before tax grew by 19.9%
(17.9% on a 52-week basis) and return on sales increased to 6.0% from 5.8% last year.

7,775m2 (4.7%) of net new store footage was added during the year.

COUNTRY ROAD
The Country Road business performed extremely well and with the acquisition of the Witchery Group sales
increased 68.5% in Australian dollar terms (90.8% in rands). Comparable sales in Australasia increased by 12.0%.

Total net retail space including the Witchery Group acquisition increased during the year by 85%. Net space excluding 
the Witchery Group acquisition increased by 9%.

Gross margin increased to 61.9% (from 59.7%). Operating costs were well controlled, resulting in an increase in
profit before tax from A$22 million to A$64 million before once-off transaction costs. On translation the Country
Road Group increased their contribution to adjusted group profit before tax from R185 million to R588 million and
now contributes 16% to group profit. Return on sales (excluding transaction costs) increased from 5.3% to 9.5%.
Return on equity increased from 18.5% to 30.2%.

The Country Road Group did not have a 53rd week.

WOOLWORTHS FINANCIAL SERVICES
The overall debtors' book reflected year-on-year growth of 15.8%, with an impairment rate unchanged from June
2012 at 1.9%. Net interest income increased by 12.0% on the prior year, impacted by lower interest rates. Costs
excluding impairments were well controlled, up 7.8% on 2012. Profit before tax increased by 29.9% from the
previous year and return on equity increased from 23.1% to 27.6%.

OUTLOOK
We believe that economic conditions in South Africa will remain constrained, especially in the lower and middle
income segments of the market where consumer debt levels remain under pressure.

Trading for the first eight weeks of the new financial year has been in line with expectations both in South Africa
and Australia.

In Australia, we expect the market to remain highly competitive as consumer and business confidence remains subdued.

Any reference to future financial performance included in this statement has not been reviewed and reported on
by the company's external auditors and does not constitute an earnings forecast.

Changes to the Board of Directors
Sindi Zilwa retired from the board at the conclusion of the Annual General Meeting held on 14 November 2012.
Sindi spent eleven years on the Woolworths board. She made a significant impact, particularly as a
member of the audit committee and on our transformation journey. We wish her well for the future.

S N Susman	                                  I Moir
Chairman	                                  Group chief executive officer

Cape Town, 28 August 2013

Dividend Declaration
Notice is hereby given that the directors have declared a gross cash dividend of 148.0 cents (125.80 cents net of dividend
withholding tax) per ordinary share for the 53 weeks ended 30 June 2013. The dividend has been declared
from income reserves and a dividend withholding tax of 15% will be applicable to all shareholders who are not
exempt. The company has no STC credits to be utilised to offset against the 15% dividend withholding tax.

The issued share capital at the declaration date is 842 643 525 ordinary shares and 89 164 010 preference shares.

The salient dates for the dividend will be as follows:

Last day of trade receive a dividend                    Friday, 13 September 2013

Shares commence trading "ex" dividend                   Monday, 16 September 2013

Record date                                             Friday, 20 September 2013

Payment date                                            Monday, 23 September 2013

Share certificates may not be dematerialised or rematerialised between Monday, 16 September 2013 and Friday,
20 September 2013 both days inclusive.

A gross cash dividend of 148.0 cents (125.80 cents net of dividend withholding tax) per preference share for the 53 weeks
ended 30 June 2013 will be paid to the beneficiaries of the Woolworths Employee Share Ownership Scheme on
Monday, 23 September 2013.

Thobeka Sishuba-Mashego

Group secretary,
Cape Town, 28 August 2013

GROUP STATEMENT OF COMPREHENSIVE INCOME

                      53 weeks     52 weeks
                                                                               to 30 Jun    to 24 Jun
                                                                                    2013         2012
                                                                        Notes         Rm           Rm     % change
Revenue                                             35 399       28 813         22.9
Turnover                                                                          35 227       28 604         23.2
Cost of sales                                                                     21 674       18 419         17.7
Gross profit                                                                      13 553       10 185         33.1
Other revenue                                                                        115          127        (9.4)
Expenses                                                                          10 199        7 625         33.8
Store costs                                                                        6 828        5 165         32.2
Other operating costs                                                   3 371        2 460         37.0

Operating profit                                                                   3 469        2 687         29.1
Investment income                                                                     57           82       (30.5)
Finance costs                                                                         68           38         78.9
Profit before earnings from joint ventures and associate                           3 458        2 731         26.6
Earnings from joint ventures                                                         180          133         35.3
Earnings from associate                                                                9            6         50.0
Profit before tax                                                         3 647        2 870         27.1
Tax                                                                                1 009          811         24.4
Profit for the year                                                                2 638        2 059         28.1
Other comprehensive income:
Amounts that may be reclassified to profit or loss
Net fair value adjustments on financial instruments, after tax                        88           21
Exchange differences on translation of foreign subsidiaries                           92          117
Other comprehensive income for the year                                              180          138
Total comprehensive income for the year                                            2 818        2 197
Profit attributable to:                                                            2 638        2 059
Shareholders of the parent                                                         2 597        2 048
Non-controlling interests                                                             41           11
Total comprehensive income attributable to:                                        2 818        2 197
Shareholders of the parent                                                         2 748        2 167
Non-controlling interests                                                             70           30

Reconciliation of headline earnings
Earnings attributable to shareholders of the parent                                2 597        2 048         26.8
BEE preference dividend                                                        62           38         63.2
Basic earnings                                                                     2 535        2 010         26.1
Loss/(profit) on disposal of property, plant and equipment,
intangible assets and investment property                                             15         (15)
Net impairment of property, plant and equipment and intangible assets                 12            1
Tax impact of adjustments                                                            (8)            
Headline earnings                                                                  2 554        1 996         28.0
Abnormal foreign exchange related gain                                              (67)         (43)
Transaction and integration costs                                                     77           27
Restructuring costs                                                                   43            
Tax impact of adjustments                                                           (15)            4
Adjusted headline earnings                                                         2 592        1 984         30.6
Headline earnings per share (cents)                                                340.4        267.3         27.3
Earnings per share (cents)                                                 2       337.9        269.2         25.5
Adjusted headline earnings per share (cents)                                       345.5        265.7         30.0
Diluted headline earnings per share (cents)                              333.8        260.6         28.1
Diluted earnings per share (cents)                                         2       331.3        262.4         26.3
Adjusted diluted headline earnings per share (cents)                               338.7        259.0         30.8
Number of shares in issue (millions)                                               753.4        745.7          1.0
Weighted average number of shares in issue (millions)                              750.3        746.6          0.5

GROUP STATEMENT OF FINANCIAL POSITION
                                                                                      At           At
                                                                                  30 Jun       24 Jun
                                                 2013         2012
                                                                       Notes          Rm           Rm
ASSETS
Non-current assets                                                                 6 778        5 011
Property, plant and equipment                                              3       2 683        2 225
Investment properties                                                                 43          106
Intangible assets                                                          3       2 440        1 219
Investment in associate                                                               60           51
Investment in joint ventures                                                         713          616
Prepaid employment costs                                                                          13
Participation in export partnerships                                                  38           49
Other loans                                                                           83           89
Deferred tax                                                                         718          643
Current assets                                                                     5 347        5 034
Inventories                                                                        2 901        2 216
Trade and other receivables                                                          668          631
Derivative financial instruments                                                     211           41
Tax                                                                                    5            1
Cash and cash equivalents                                                          1 562        2 145
Non-current assets held for sale                                          11          63            
TOTAL ASSETS                                                                      12 188       10 045
EQUITY AND LIABILITIES
TOTAL EQUITY                                                                       5 904        4 572
Equity attributable to shareholders of the parent                                  5 619        4 465
Non-controlling interests                                                            285          107
Non-current liabilities                      1 908        1 177
Interest-bearing borrowings                                                          705           25
Operating lease accrual                                                              487          457
Post-retirement medical benefit liability                                            356          335
Deferred tax                                360          360
Current liabilities                                                                4 376        4 296
Trade and other payables                                                           3 837        3 172
Provisions                                                                           297          230
Derivative financial instruments                                          8           16
Tax                                                                                  107          368
Interest-bearing borrowings                                                          127          510

TOTAL LIABILITIES                                                                  6 284        5 473
TOTAL EQUITY AND LIABILITIES                                              12 188       10 045
Net asset book value - per share (cents)                                             746          599
GROUP ANALYSIS
Total assets                                                                      12 188       10 045
Woolworths*                                                                        7 492        6 948
Country Road Group                                                                 3 901        1 156

Woolworths Treasury                                                                   87        1 326
Woolworths Financial Services                                                        708          615
Inventories                                                                        2 901        2 216
Woolworths*                                                                        2 200        1 835
Country Road Group                                                                   701          381
Total liabilities                                                                  6 284        5 473
Woolworths*                                                                        4 413        4 516
Country Road Group                                                                 1 871          457
Woolworths Treasury                                                                              500
Approved commitment for capital expenditure                                        2 063        1 216
Woolworths*                                                                        1 703     1 043
Country Road Group                                                                   360          173

* Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics

GROUP STATEMENT OF CASH FLOWS
                                                                                53 weeks     52 weeks
                       to 30 Jun    to 24 Jun
                                                                                    2013         2012
                                                                        Notes         Rm           Rm
Cash flow from operating activities
Cash inflow from trading                                                           4 450        3 259
Working capital movements                                                          (196)        (131)
Cash generated by operating activities                                             4 254        3 128
Interest income                                                                       48           73
Finance costs paid                                                                  (63)         (38)
Tax paid                                                                         (1 140)        (356)
Cash generated by operations                                                       3 099        2 807
Dividends received from joint ventures                                                83           95
Dividends received from associate                                                      -            1
Dividends to ordinary shareholders                                               (1 578)      (1 275)
Dividends to preference shareholders                                                (62)         (38)
Net cash inflow from operating activities                                          1 542        1 590


Cash flow from investing activities
Net investment in property, plant and equipment and intangible assets              (781)        (615)
Acquisition of subsidiary, net of cash acquired                            4     (1 490)            -
Acquisition of franchise operations                                        5        (67)        (494)
Other                                                                                 26            8

Net cash outflow from investing activities                                      (2 312)      (1 101)


Cash flow from financing activities
Shares repurchased                                                         7       (192)        (655)
Share repurchase costs                                                               (1)          (1)
Finance lease payments                                                              (15)         (25)
Borrowings raised                                                                    872            -
Borrowings repaid                                                                  (607)            -
Acquisitions - non-controlling interest contribution                                 108            6

Net cash inflow/(outflow) from financing activities                                  165      (675)


Decrease in cash and cash equivalents                                              (605)        (186)
Net cash and cash equivalents at the beginning of the year                         2 145        2 293
Effect of foreign exchange rate changes                                               22           38

Net cash and cash equivalents at the end of the year    1 562        2 145

GROUP ANALYSIS
Cash inflow from trading                                                           4 450        3 259

Woolworths                                                                         3 578        2 975
Country Road Group                                                                   872          284

Gross capital expenditure                              2 313        1 309

Woolworths                                                                           788        1 208
Country Road Group                                                                 1 525          101

GROUP STATEMENT OF CHANGES IN EQUITY
                                                                     Total                                    Total
                                         Share-                         53                                       52
                                        holders             Non   weeks to         Share-            Non   weeks to
                                         of the     controlling     30 Jun     holders of    controlling     24 Jun
                                         parent        interest       2013     the parent       interest       2012
                                Notes        Rm              Rm         Rm             Rm             Rm         Rm
Shareholders' interest at the
beginning of the year                     4 465             107      4 572          4 008             85      4 093
Movements for the year:
Shares issued                      7        337                       337                                      
Shares repurchased                 7      (192)                     (192)          (655)                    (655)
Share repurchase costs                      (1)                       (1)            (1)                      (1)
Dividends to shareholders               (1 640)                    (1 640)        (1 299)           (14)    (1 313)
Share-based payments                        239                       239            245                      245
Settlement of share-based
payments through share
issue                              7      (337)                     (337)                                      
Non-controlling interest
arising on business
acquisitions                                               108    108                            6          6
Total comprehensive
income for the year                       2 748              70      2 818          2 167             30      2 197
Shareholders' interest at the
end of the year                           5 619             285      5 904          4 465            107      4 572


Dividend per ordinary share (cents)                                  234.0                                    198.0
Dividend cover (based on headline earnings per share)                  1.4                                      1.4
Dividend per preference share (cents)                                207.0                                    121.0

SEGMENTAL ANALYSIS
                                              53 weeks    52 weeks
            to 30 Jun   to 24 Jun
                                                  2013        2012         %
                                                    Rm          Rm    change
Revenue
Turnover                                        35 227      28 604      23.2
Woolworths Clothing and General Merchandise     10 764       9 585      12.3
Woolworths Food                                 17 469      15 140      15.4
Woolworths Logistics                               561         506      10.9
Country Road Group                               6 433       3 373      90.7
Other revenue and investment income                172         209    (17.7)
Woolworths Clothing and General Merchandise         14          21    (33.3)
Woolworths Food                                     74          84    (11.9)
Country Road Group                                  45          29      55.2
Woolworths Treasury                                 39          75    (48.0)

Total group                                     35 399      28 813      22.9

Gross profit
Woolworths Clothing and General Merchandise      4 994       4 264      17.1
Woolworths Food                                  4 475       3 817      17.2
Woolworths Intragroup                              100          93       7.5
Country Road Group                               3 984       2 011      98.1
Total group                                     13 553      10 185      33.1

Profit before tax-adjusted
Woolworths Clothing and General Merchandise      1 856       1 611      15.2
Woolworths Food                                  1 060         884      19.9
Country Road Group                                 588         185      amp;gt;100
Woolworths Financial Services                      180         133      35.3
Woolworths Treasury                                 16          41    (61.0)
Total group-adjusted                             3 700       2 854      29.6

Notes
1.  Basis of preparation
    These abridged group financial statements comply with IAS 34 Interim Financial Reporting.

    Accounting policies used in the abridged group financial statements are consistent with the prior year and
    the same as those used to prepare the group annual financial statements. They have been prepared in
    compliance with International Financial Reporting Standards (IFRS) and the Companies Act of South Africa.
    They have been prepared under the supervision of the group's Finance Director, Norman Thomson BCom
    (Hons), CA(SA).

2.  Earnings per share
    The difference between earnings per share and diluted earnings per share is due to the impact of
    unexercised options under the group's share incentive schemes.

3.  Property, plant and equipment and intangible assets
    During the financial year, the group acquired property, plant and equipment at a cost of R937 million (2012:
    R652 million) and acquired intangible assets (including goodwill and brands) at a cost of R1 376 million
    (2012: R657 million). This includes acquisitions related to business combinations (refer to notes 4 and 5).

4.  Acquisition of Witchery
    On 2 October 2012 Country Road Limited ("Country Road Group") acquired all of the ordinary shares of
    Witchery Australia Holdings Pty Ltd and its subsidiaries ("Witchery") for a total value of R1 555 million
    (A$180.9 million).

    The acquisition was funded by a rights issue by the Country Road Group that raised
    R96 million (A$11 million) from minorities of the group and by a 5-year amortising term loan of R791 million
    (A$92.0 million).

    Assets Acquired and Liabilities Assumed
    Country Road has measured Witchery's identifiable assets and liabilities at their acquisition-date fair value.
    The consolidated provisional fair values are presented below:

                                                                                              Rm             A$m
Assets               1 289             150
Cash and cash equivalents                                                                     65               8
Trade and other receivables                                                                   41               5
Inventories                                                                                  286              33
Other assets                                                                       8               1
Plant and equipment                                                                          197              23
Intangibles                                                                                  563              65
Deferred tax assets        129              15
Liabilities                                                                                (350)            (41)
Trade and other payables                                                                   (251)            (29)
Provisions                                                                                  (99)            (12)

Total identifiable net assets at fair value                                                  939             109
Goodwill arising from acquisition                                                            616              72
Purchase consideration transferred                                                         1 555             181
Cash & cash equivalents acquired                                                            (65)             (8)
Cash outflow on acquisition                                                                1 490             173

Goodwill arising on acquisition of R616 million (A$71.7 million) represents the value paid in excess of the
provisional fair value of net assets. Goodwill consists largely of the synergies and economies of scale
expected from combining the operations of Witchery into the Country Road Group.

    The fair values currently presented are subject to further review until 31 December 2013 as prescribed by
    International Financial Reporting Standards.

    Were the Country Road Group to dispose of the Mimco business included in the Witchery acquisition before
    2 April 2014, contingent consideration would be payable. The directors have no intention to dispose of the
    Mimco business and hence no value has been ascribed to this.

    From the date of acquisition, Witchery has contributed revenue of R2 111 million
    (A$231.8 million). The net profit before tax of Witchery from the date of acquisition is R211 million (A$22.9
    million), after allocating overheads and interest incurred of R44 million (A$4.8 million). If the acquisition
    had occurred at the beginning of the year, Witchery would have contributed approximately R2 669 million
    (A$293.0 million) to revenue. It is not practicable to reliably determine the net profit contribution of Witchery
    from the beginning of the financial year due to the differences in accounting policies applied by Witchery
    before the acquisition date.

    Witchery transaction and integration costs of R77 million (A$8.6 million) (2012: R27 million (A$3.1 million))
    have been expensed.

5.  Acquisition of franchise operations
    During the year, the group acquired eight previously franchised stores in Lesotho and Kenya for cash
    consideration totalling R67 million. In the prior year 34 South African and 10 previously franchised stores in the
    rest of Africa were acquired for cash consideration totalling R451 million.
                                                                                                  2013             2012
                                                                                                    Rm               Rm
    Fair value of assets acquired at the date of acquisition
    Property, plant and equipment                                             13               18
    Reacquired rights                                                                                              276
    Deferred tax liability                                                                                        (78)
    Goodwill arising on acquisition                                                                 54              235
    Consideration                                                                                   67              451
    Accrual - prior year                                                                                            43
    Cash outflow                                                                                    67              494

    Goodwill of R54 million represents growth and synergies expected to accrue from the acquisitions.

    From the dates of acquisitions, R19 million of additional revenue has accrued. The impact on profit before
    tax is nil. Had the acquisitions been effective from the beginning of the year, the directors consider that,
    on a pro-forma basis, the contribution to revenue for the 53 weeks ended 30 June 2013 would have been
    R29 million, and to profit before tax R6 million.

6.  Impact of the 53rd week
    The group-manages its retail operations on a 52-week retail calendar basis and as a result, a 53rd week is
    required approximately every six years for realignment. The group's earnings are approximately 2% higher
    this year as a result of this additional week.

    Pro-forma 52-week financial information is provided to facilitate comparison against the 52-week prior year.

GROUP STATEMENT OF COMPREHENSIVE INCOME

                                   53 weeks                     52 weeks          Change         Change      52 weeks
                                  to 30 Jun             53rd   to 23 Jun        on prior       on prior     to 24 Jun
                                       2013             week        2013          period         period          2012
                                    Audited      adjustments   Pro-forma        53 weeks       52 weeks       Audited
                                         Rm               Rm          Rm               %              %            Rm
Turnover                             35 227            (532)      34 695            23.2           21.3        28 604
Cost of sales                        21 674            (347)      21 327            17.7           15.8        18 419
Gross profit                         13 553            (185)      13 368            33.1           31.3        10 185
Other revenue                           115                         115           (9.4)          (9.4)           127
Expenses                        10 199            (128)      10 071            33.8           32.1         7 625
Store costs                           6 828             (81)       6 747            32.2           30.6         5 165
Other operating costs                 3 371             (47)       3 324            37.0           35.1         2 460

Operating profit                      3 469             (57)       3 412            29.1           27.0         2 687
Investment income                        57                          57          (30.5)         (30.5)            82
Finance costs                            68                          68            78.9           78.9            38
Profit before earnings from           3 458             (57)       3 401            26.6           24.5      2 731
joint ventures and associate
Earnings from joint ventures            180                         180            35.3           35.3           133
Earnings from associate                   9                           9            50.0           50.0             6
Profit before tax                     3 647             (57)       3 590            27.1           25.1         2 870
Tax                               1 009             (16)         993            24.4           22.4           811
Profit for the year                   2 638             (41)       2 597            28.1           26.1         2 059


Headline earnings per share           340.4                        334.9            27.3           25.3         267.3
(cents)
Earnings per share (cents)            337.9                        332.4            25.5           23.5         269.2
Adjusted headline earnings            345.5                        340.0            30.0           28.0         265.7
per share (cents)
Diluted headline earnings per         333.8                        328.4            28.1           26.0         260.6
share (cents)
Diluted earnings per share            331.3          325.9            26.3           24.2         262.4
(cents)

Notes
   
 1.  The accounting policies adopted by the group in the latest audited annual financial statements, which
     have been prepared in accordance with IFRS, have been used in preparing the pro-forma 52-weeks
     information.
   
 2.  The turnover for the one-week period from 24 June to 30 June 2013 has been extracted from the group's
     accounting records.

 3.  The 53rd week adjustments are calculated with reference to actual turnover and cost of sales for the 53rd
     week, expenses based on an assessment of management information and an effective tax rate of 27.7%, all
     attributable to the appropriate segments.
    
 4.  The calculation of earnings per share and headline earnings per share for the pro-forma 52-week period
     is based on the weighted average number of shares in issue during the year.
  
 5.  This information is the responsibility of the directors. The group's external auditors have issued an assurance
     report on the pro-forma 52-weeks information. A copy of their report is available at the group's registered
     office.


7.  Issue and repurchase of shares
    During the year 7 265 192 (2012: nil) ordinary shares totalling R337 million (2012: nil)
    were issued to employees and 2 710 328 (2012: 10 418 262) ordinary shares totalling
    R151 million (net of exercise price) (2012: R358 million) were purchased from the market and transferred to
    employees for settlement in terms of the group's share incentive schemes.

    623 011 (2012: 223 938) ordinary shares totalling R41 million (2012: R11 million) were purchased from the
    market by Woolworths (Proprietary) Limited and are held as treasury shares by the group. In the prior year
    9 298 259 ordinary shares totalling R286 million were purchased from the market and cancelled. 1 066 402
    (2012: nil) ordinary shares totalling R23 million (2012: nil) were allocated to employees in terms of the group's
    Restricted Share Plan.

8.  Contingent liabilities
    Group companies are party to legal disputes that have arisen in the ordinary course of business. Whilst the
    outcome of these matters cannot readily be foreseen, the directors do not expect them to have a material
    financial effect.

9.  Borrowing facilities
    Unutilised banking facilities amounted to R3 025 million (2012: R2 710 million). There is no limit imposed by the
    Memorandum of Incorporation on the group's authority to raise interest-bearing debt.

10. Related party transactions
    During the year the group entered into related party transactions, the substance of which are similar to
    those explained in the group's annual financial statements.

11. Non-current assets held for sale
    Two fixed properties, previously disclosed as investment properties (within the Woolworths segment)
    remain subject to suspensive conditions under a sale agreement. The directors consider the conclusion of
    the sale to be highly probable.

    At 30 June 2013 these assets are recognised at the lower of their carrying amounts and fair value, less costs
    to sell. No depreciation has been recognised.

                                                                                         2013          2012
                                                                                                Rm            Rm
        Investment properties                                                                   63             
        Non-current assets held for sale                             63             

12. Approval of abridged group financial statements
    The abridged group financial statements were approved by the board of directors on
    28 August 2013.

13. Events subsequent to the reporting date
    No event material to the understanding of these abridged group financial statements has occurred
    between the end of the financial year and the date of approval.

14. Audit opinion
    These abridged group financial statements, which have been derived from the audited annual financial statements, 
    and which are consistent in all material respects, have been audited by EY and NEXIA SAB&T. Their unqualified 
    report on the annual financial statements is available for inspection at the company's registered office.

Directorate and statutory information
Non-executive directors:
Simon Susman (Chairman), Peter Bacon (British), Zarina Bassa, Lindiwe Bakoro, Tom Boardman, Andrew Higginson
(British), Mike Leeming, Chris Nissen, Stuart Rose (British), Thina Siwendu

Executive directors:
Ian Moir (Group chief executive officer) (Australian), Zyda Rylands, Norman Thomson

Group secretary:
Thobeka Sishuba-Mashego

Registered address:
PO Box 680, Cape Town, 8000
Woolworths House, 93 Longmarket Street, Cape Town, 8001

Tax number:
9300/149/71/4

JSE sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)

Transfer secretaries:
Computershare Investor Services (Proprietary) Limited
70 Marshall Street, Johannesburg, 2001

Date: 29/08/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.
Source: JSE Securities Exchange - SENS
 
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