2014/02/13
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Unaudited interim group results for the 26 weeks ended 29 December 2013 and cash dividend declaration [JSE Securities Exchange - SENS]
 
Unaudited interim group results for the 26 weeks ended 29 December 2013 and cash dividend declaration

WOOLWORTHS HOLDINGS LIMITED
Registration number: 1929/001986/06
Tax number: 9300/149/71/4 
Share code: WHL         
ISIN: ZAE000063863

UNAUDITED INTERIM GROUP RESULTS FOR THE 26 WEEKS ENDED 29 DECEMBER 2013 AND CASH DIVIDEND DECLARATION

FINANCIAL HIGHLIGHTS

REVENUE                               
+16.0%                                 

PROFIT BEFORE TAX                      
+21.1%                                 

HEADLINE EARNINGS PER SHARE            
+17.2%              

ADJUSTED HEADLINE EARNINGS PER SHARE 
+12.9%                                 

DIVIDEND PER SHARE                     
+17.4%                                 

RETURN ON EQUITY                       
55.9%  

COMMENTARY
 
Sales for the 26 weeks to 29 December 2013 increased 16.2% over the comparable period.

The South African Clothing and General Merchandise business performed well, with clothing sales growing ahead
of the SA apparel market. The Food business traded strongly throughout the period, well ahead of the market. The group's
Australian subsidiary Country Road performed extremely well.

Profit before tax increased by 21.1%. Headline earnings increased by 18.5% impacted by an increase in
Country Road's minority interest and a higher BEE preference dividend as the
group's BEE employee incentive scheme entered its seventh year.

The net impact of unrealised foreign exchange losses of R54 million (Dec 2012: R16 million) and last year's R43 million store
restructuring and R52 million Witchery transaction and integration costs (all stated before tax) results in an increase in 
adjusted headline earnings per share ("aHEPS") of 12.9%.

Earnings per share ("EPS") and headline earnings per share ("HEPS") increased by 17.0% and 17.2% to 191.2 cents and
192.4 cents, respectively.

Return on equity remained strong at 55.9% (excluding the unrealised foreign exchange movements).

WOOLWORTHS

Clothing and General Merchandise sales grew by 9.7%, with a price movement of 3.8%. Clothing sales grew by
10.1% with a price movement of 4.4%.

Clothing sales in comparable stores grew by 8.0%. General merchandise grew by 6.9% and by 5.1% in comparable
stores. Gross profit margin in Clothing and General Merchandise contracted 0.4% to 45.7% with a higher investment
in entry price points and in-season promotions. Adjusted profit before tax grew 7.4% and return on sales was 18.5%
(18.9% in the prior period).

Food sales grew by 15.3% with a price movement of 7.2%. Sales in comparable stores grew by 11.8%. Gross profit
margin reduced by 0.2% to 25.2% as a result of investment in price and increased promotions. Adjusted profit before tax
grew 16.0% and return on sales improved 0.1% to 6.2%.

Store costs increased 9.4% with the addition of 3.5% of net footage. Other operating costs (excluding the impact
of unrealised foreign exchange movements and last year's restructuring costs) grew by 16.0%, mainly due to the
phasing of the comparable period cost base where costs had been deferred into the second half of the year.

COUNTRY ROAD GROUP
 
With the inclusion of the Witchery Group for the full period (compared to one quarter in the prior period), sales
increased 27.5% in Australian dollar terms. Sales in comparable stores increased 5.5% and net space (excluding the
acquisition) increased by 4.2%.

Gross margin improved from 61.3% to 63.0% as a result of improved sourcing as well as the
contribution of the higher margin Witchery business. Operating costs were well controlled resulting in a 50.0%
increase in adjusted profit before tax from A$34 million to A$51 million. Return on sales (adjusted) increased to 12.6%
from 10.6% in the prior period. Return on equity increased from 28.5% to 34.6%.

WOOLWORTHS FINANCIAL SERVICES

The debtors book reflected year-on-year growth of 13.8% at the end of December 2013, with the
annualised impairment rate (including collection costs) for the six months to December 2013 at 4.3% (December
2012: 2.7%). Net interest income grew 16.7% on the prior period with non-interest revenue up 17.4%. Operating costs
were well controlled, up 8.1% on the previous period. The higher impairment constricted growth in profit before tax
to 4.3% although return on equity remains above the target range of 22.0% at 24.2% (December 2012:
26.8%).

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. However the upper income
segment in which we operate continues to show resilience. Trading for the first six weeks of the second half of the
financial year has been positive, and we expect sales growth to be broadly in line with the first half.

In Australia, where consumer confidence remains cautious, there are signs of an improved retail market and we
expect sales to be ahead of the market.

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

The board of Woolworths Holdings is pleased to announce that Sam Ngumeni, the Chief operating officer of
Woolworths, has been appointed as an executive director to the board of the company with effect from 12 February 2014.
Sam has been with the group for 13 years and is responsible for supply chain, information technology, people and transformation.
He is also a member of the board of Woolworths Financial Services where he was previously CEO.

Norman Thomson retired from the board at the conclusion of the annual general meeting on 26 November 2013. Norman served in a
number of senior positions during his 20-year career at Woolworths culminating in his role as Finance Director for
the group. We wish Norman well in his retirement.

Lindiwe Bakoro retired from the board at the conclusion of the annual general meeting on 26 November 2013. We thank Lindiwe
for her considerable contribution.

Reeza Isaacs was appointed to the board effective 26 November 2013 and has assumed the responsibilities of Finance Director.

S N Susman                                   I Moir
Chairman                                     Group chief executive officer
Cape Town, 12 February 2014

DIVIDEND DECLARATION

Notice is hereby given that the directors have declared an interim gross cash dividend of 101.0 cents (85.85 cents
net of dividend withholding tax) per ordinary share for the 26 weeks ended 29 December 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 the 15% dividend withholding tax.

The issued share capital at the declaration date is 847 004 975 ordinary shares and 89 192 096 preference shares.

The salient dates for the dividend will be as follows:

Last day of trade to receive a dividend     Friday, 28 February 2014

Shares commence trading "ex" dividend       Monday, 3 March 2014

Record date                                 Friday, 7 March 2014

Payment date                                Monday, 10 March 2014

Share certificates may not be dematerialised or rematerialised between Monday, 3 March 2014 and
Friday, 7 March 2014, both days inclusive.

An interim gross cash dividend of 101.0 cents (85.85 cents net of dividend withholding tax) per preference share
for the 26 weeks ended 29 December 2013 will be paid to the beneficiaries of the Woolworths Employee Share
Ownership Scheme on Monday, 10 March 2014.


Thobeka Sishuba-Mashego
Group secretary
Cape Town, 12 February 2014

INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME

 Restated
 53 weeks                                                                           26 weeks    26 weeks
to 30 Jun                                                                          to 29 Dec   to 23 Dec
     2013                                                                               2013        2012            %
      Rm                                                                     Notes        Rm          Rm       change
   35 399   Revenue                                                                   19 454      16 771         16.0
   35 227   Turnover                                                                  19 382      16 683         16.2
   21 674   Cost of sales                                    11 828      10 319         14.6
   13 553   Gross profit                                                               7 554       6 364         18.7
      115   Other revenue                                                                 45          54       (16.7)
   10 199   Expenses                                                                   5 513       4 720         16.8
    6 828   Store costs                                                                3 668       3 178         15.4
    3 371   Other operating costs                                                      1 845       1 542         19.6

    3 469   Operating profit                                                           2 086       1 698         22.9
       57   Investment income                                                             27          34       (20.6)
       68   Finance costs                                                                 37          34          8.8
    3 458   Profit before earnings from joint ventures and associate                   2 076       1 698         22.3
      180   Earnings from joint ventures                     88          85          3.5
        9   Earnings from associate                                                        1           5       (80.0)
    3 647   Profit before tax                                                          2 165       1 788         21.1
    1 009   Tax                                                                          598         505         18.4
    2 638   Profit for the period                                                      1 567       1 283         22.1
            Other comprehensive income:
            Amounts that may be reclassified to profit or loss
       88   Net fair value adjustments on financial instruments, after tax              (20)         (4)
       92   Exchange differences on translation of foreign subsidiaries                   63          39
            Amounts that may not be reclassified to profit or loss
       31   Post-retirement medical benefit liability-actuarial gain            10         -           -
      211   Other comprehensive income for the period                                     43          35
    2 849   Total comprehensive income for the period                                  1 610       1 318
    2 638   Profit attributable to:                                                    1 567       1 283
    2 597   Shareholders of the parent                                                 1 505       1 261
       41   Non-controlling interests                                                     62          22
    2 849   Total comprehensive income attributable to:                  1 610       1 318
    2 779   Shareholders of the parent                                                 1 531       1 288
       70   Non-controlling interests                                                     79          30

            Reconciliation of headline earnings
    2 597   Earnings attributable to shareholders of the parent                        1 505       1 261        19.3
       62   BEE preference dividend                                                       58          38         52.6
    2 535   Basic earnings                                                             1 447       1 223         18.3
            Loss on disposal of property, plant and equipment, intangible
       15   assets and investment property              -           9
            Net impairment of property, plant and equipment and intangible
       12   assets                                                                        10           -
      (8)   Tax impact of adjustments                                                    (1)         (3)
    2 554   Headline earnings                                                          1 456       1 229         18.5
     (67)   Abnormal foreign exchange related loss/(gain)                                 54          16
       77   Transaction and integration costs                                              -          52
       43   Restructuring costs                                                            -          43
     (15)   Tax impact of adjustments                                  (15)        (31)
    2 592   Adjusted headline earnings                                                 1 495       1 309         14.2
    340.4   Headline earnings per share (cents)                                        192.4       164.2         17.2
    337.9   Earnings per share (cents)                                            2    191.2       163.4         17.0
    345.5   Adjusted headline earnings per share (cents)                               197.5       174.9         12.9
    333.8   Diluted headline earnings per share (cents)                                189.4       160.2         18.2
    331.3   Diluted earnings per share (cents)                                    2    188.2       159.4         18.1
    338.7   Adjusted diluted headline earnings per share (cents)                       194.5       170.6         14.0
    753.4   Number of shares in issue (millions)                                       759.3       750.9          1.1
    750.3   Weighted average number of shares in issue (millions)                      756.8       748.4          1.1

INTERIM GROUP STATEMENT OF FINANCIAL POSITION
                                           
 Restated                                                                            Restated   
At 30 Jun                                                               At 29 Dec   At 23 Dec   
     2013                                                                    2013        2012   
       Rm                                                       Notes          Rm          Rm   
    ASSETS                                                                              
    6 778   Non-current assets                                              6 968       6 564   
    2 683   Property, plant and equipment                           3       2 903       2 522   
       43   Investment properties                                              36          43   
    2 440   Intangible assets                                       3       2 403       2 438   
       60   Investment in associate                                             -          56   
      713   Investment in joint ventures                                      764         666   
        -   Prepaid employment costs                                            -           8   
       38   Participation in export partnerships                               35          49   
       83   Other loans                                                        69          66   
      718   Deferred tax                                                      758         716   
    5 347   Current assets                                                  6 007       4 808   
    2 901   Inventories                                3 229       2 667   
      668   Trade and other receivables                                       801         944   
      211   Derivative financial instruments                                   50          25   
        5   Tax                                                                 -           -   
    1 562   Cash and cash equivalents                    1 927       1 172   
       63   Non-current assets held for sale                        9          63          63   
   12 188   TOTAL ASSETS                                                   13 038      11 435   
            EQUITY AND LIABILITIES                                                              
    5 922   TOTAL EQUITY        6 358       4 869   
    5 637   Equity attributable to shareholders of the parent      10       6 045       4 636   
      285   Non-controlling interests                                         313         233   
    1 890   Non-current liabilities                                         1 869       1 858   
      705   Interest-bearing borrowings                                       676         695   
      487   Operating lease accrual                                           483         467   
      338   Post-retirement medical benefit liability              10         350         360   
      360   Deferred tax                                                      360         336   
    4 376   Current liabilities                                             4 811       4 708   
    3 837   Trade and other payables                                        3 997       4 070   
      297   Provisions                                                        463         343   
        8   Derivative financial instruments                                   14           8   
      107   Tax                                                               206         200   
      127   Interest-bearing borrowings                                       131          87   
    6 266   TOTAL LIABILITIES                                               6 680       6 566   
   12 188   TOTAL EQUITY AND LIABILITIES                                   13 038      11 435   
      748   Net asset book value - per share (cents)                          796         617   
            GROUP ANALYSIS                                                                      
   12 188   Total assets                                                   13 038      11 435   
    7 492   Woolworths*                                                     7 983       7 420   
    3 901   Country Road Group                                              4 027       3 431   
       87   Woolworths Treasury                                               267        (81)   
      708   Woolworths Financial Services                                     761         665   
    2 901   Inventories                                                     3 229       2 667   
    2 200   Woolworths*                                                     2 416       2 029   
      701   Country Road Group                                   813         638   
    6 266   Total liabilities                                               6 680       6 566   
    4 395   Woolworths*                                                     4 658       4 857   
    1 871   Country Road Group                                              2 022       1 709   
    2 063   Approved commitment for capital expenditure                     1 228         876   
    1 703   Woolworths*                                                       940         730   
      360   Country Road Group                                                288         146   
        -   Approved commitment for franchise acquisitions         13         379           -   


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

INTERIM GROUP STATEMENT OF CASH FLOWS
                                                                       
 53 weeks                                                                                    26 weeks    26 weeks   
to 30 Jun                                                                                   to 29 Dec   to 23 Dec   
     2013                                                                          2013        2012   
       Rm                                                                           Notes          Rm          Rm   
            Cash flow from operating activities                                                                     
    4 450   Cash inflow from trading                        2 689       2 207   
    (196)   Working capital movements                                                           (125)         192   
    4 254   Cash generated by operating activities                                              2 564       2 399   
       48   Interest income                                                                        25          30   
     (63)   Finance costs paid                                                                   (37)        (37)   
  (1 140)   Tax paid                                                                            (533)       (740)   
    3 099   Cash generated by operations                                                        2 019       1 652   
       83   Dividends received from joint ventures                                              35          35   
        -   Dividends received from associate                                                      61           -   
  (1 578)   Dividends to ordinary shareholders                                                (1 177)       (927)   
     (62)   Dividends to preference shareholders                                                 (58)       (38)   
    1 542   Net cash inflow from operating activities                                             880         722   
            Cash flow from investing activities                                                                     
    (781)   Net investment in property, plant and equipment and intangible assets               (520)       (392)   
  (1 490)   Acquisition of subsidiary, net of cash acquired                                         -     (1 490)   
     (67)   Acquisition of franchise operations                                         4        (10)         (6)   
       26   Other                                                                                  17          28   
  (2 312)   Net cash outflow from investing activities             (513)     (1 860)   
            Cash flow from financing activities                                                                     
    (192)   Shares repurchased                                                          5         (5)       (198)   
      (1)   Share repurchase costs                                                                  -         (1)   
     (15)   Finance lease payments                                                                (8)         (6)   
      872   Borrowings raised                                                                       -         746   
    (607)   Borrowings repaid                                                                       -       (500)   
      108   Acquisitions - non-controlling interest contribution                                    -          96   
      165   Net cash (outflow)/inflow from financing activities                                  (13)         137   
    (605)   Increase/(decrease) in cash and cash equivalents                                      354     (1 001)   
    2 145   Net cash and cash equivalents at the beginning of the period                        1 562       2 145   
       22   Effect of foreign exchange rate changes                                                11          28   
    1 562   Net cash and cash equivalents at the end of the period                              1 927       1 172   
            GROUP ANALYSIS                                                                                          
    4 450   Cash inflow from trading                                                   2 689       2 207   
    3 578   Woolworths                                                                          2 087       1 857   
      872   Country Road Group                                                                    602         350   
    2 313   Gross capital expenditure    505         373   
      788   Woolworths                                                                            428         341   
    1 525   Country Road Group                                                                     77          32   


INTERIM GROUP STATEMENT OF CHANGES IN EQUITY

 Restated                         Restated
    Total                                                                            Total                                 Total
                                                         Share-                                  Share-
 53 weeks                                               holders           Non-    26 weeks      holders         Non-    26 weeks
to 30 Jun                                                of the    controlling   to 29 Dec       of the  controlling   to 23 Dec
     2013                                                parent       interests       2013       parent    interests        2012
       Rm                                       Notes        Rm             Rm          Rm           Rm           Rm          Rm
            Shareholders' interest at the
            beginning of the period as
    4 572   previously reported                           5 637            285       5 922        4 465          107       4 572
            Post-retirement medical 
     (13)   benefit liability restatement          10         -              -           -         (13)            -        (13)
            Shareholders' interest at the
            beginning of the period as
    4 559   restated                                      5 637            285       5 922        4 452          107       4 559
            Movements for the period:
    2 638   Profit for the period                         1 505             62       1 567        1 261           22       1 283
      211   Other comprehensive income             10        26            17          43           27            8          35
            Total comprehensive income
    2 849   for the period                                1 531             79       1 610        1 288           30       1 318
      337   Shares issued                           5       246              -         246          233            -         233
    (192)   Shares repurchased              5       (5)              -         (5)        (198)            -       (198)
      (1)   Share repurchase costs                            -              -           -          (1)            -         (1)
  (1 640)   Dividends to shareholders                   (1 184)           (51)     (1 235)        (965)            -       (965)
      239   Share-based payments          66              -          66           60            -          60
            Settlement of share-based
    (337)   payments through share issue            5     (246)              -       (246)        (233)            -       (233)
            Non-controlling interest
            arising on business
      108   acquisitions                                      -              -           -            -           96          96
            Shareholders' interest at the
    5 922   end of the period                             6 045            313       6 358        4 636          233       4 869

    234.0   Dividend per ordinary share (cents)                                      101.0                                  86.0
      1.4   Dividend cover (based on headline earnings per share)                      1.9                                   1.9
    207.0   Dividend per preference share (cents)                                    101.0                                  59.0

SEGMENTAL ANALYSIS    
                                                         
 53 weeks                                                  26 weeks    26 weeks            
to 30 Jun                                  to 29 Dec   to 23 Dec            
     2013                                                      2013        2012        %   
       Rm                                                        Rm          Rm   change   
            Revenue                                                                        
   35 227   Turnover     19 382      16 683     16.2   
   10 764   Woolworths Clothing and General Merchandise       5 756       5 249      9.7   
   17 469   Woolworths Food                                   9 498       8 238     15.3   
      561   Woolworths Logistics                                214         262   (18.3)   
    6 433   Country Road Group                                3 914       2 934     33.4   
      172   Other revenue and investment income                  72          88   (18.2)   
       14   Woolworths Clothing and General Merchandise           7           8   (12.5)   
       74   Woolworths Food                                      33          37   (10.8)   
       45   Country Road Group                                   16          19   (15.8)   
       39   Woolworths Treasury                                  16          24   (33.3)   
   35 399   Total group                                      19 454      16 771     16.0   
            Gross profit                                                                   
    4 994   Woolworths Clothing and General Merchandise       2 630       2 420      8.7   
    4 475   Woolworths Food                                   2 390       2 094     14.1   
      100   Woolworths Intragroup                                66          50     32.0   
    3 984   Country Road Group                                2 468       1 800     37.1   
   13 553   Total group                                       7 554       6 364     18.7   
            Profit before tax-adjusted                                                     
    1 856   Woolworths Clothing and General Merchandise       1 066         993      7.4   
    1 060   Woolworths Food                                     586         505     16.0   
      588   Country Road Group                                  471         310     51.9   
      180   Woolworths Financial Services                        88          85      3.5   
       16   Woolworths Treasury                                  8           6     33.3   
    3 700   Total group-adjusted                              2 219       1 899     16.9   


NOTES

1. BASIS OF PREPARATION
   These abridged interim group financial statements comply with IAS 34 Interim Financial Reporting.

   Accounting policies used in the abridged interim group financial statements are consistent with the prior
   period, and are the same as those used to prepare the 30 June 2013 group annual financial statements,
   with the exception of all new and revised standards and interpretations that became effective during the
   period as disclosed in notes 10 and 11. They have been prepared in compliance with International Financial
   Reporting Standards (IFRS) and the Companies Act of South Africa and under the supervision of the group's
   Finance Director, Reeza Isaacs, 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 period, the group acquired property, plant and equipment at a cost of R452 million (2012:
   R495 million) and acquired intangible assets (including goodwill) at a cost of R71 million (2012: R1 336 million).
   This includes acquisitions related to business combinations (refer to note 4) as well as R8 million goodwill
   remeasurement relating to the acquisition of the Witchery Group.

4. ACQUISITION OF FRANCHISE OPERATIONS
   During the period, the group acquired a previously franchised store in South Africa for a cash consideration
   of R10 million. In the prior period, the previously franchised store in Lesotho was acquired for a cash
   consideration of R6 million.

                                                                   Dec 2013      Dec 2012
                                                                         Rm            Rm   
   Fair value of assets acquired at the date of acquisition                                         
   Reacquired rights                                                      2             -   
   Deferred tax liability                                               (1)             -   
   Goodwill arising on acquisition                                        9             6   
   Consideration                                                         10             6   


   Goodwill of R9 million represents growth and synergies expected to accrue from the acquisition.

   There has been no material impact on revenue and profit before tax since the date of acquisition. Had the
   acquisition been effective from the beginning of the period, the directors consider that, on a pro forma
   basis, the contribution to revenue for the 26 weeks ended 29 December 2013 would have been R2 million,
   and to profit before tax, R1 million.

5. ISSUE AND REPURCHASE OF SHARES 
   During the period, 4 361 450 (2012: 5 297 843) ordinary shares totalling R246 million (2012: R233 million) were
   issued to employees and in the prior year, 2 710 328 ordinary shares were purchased from the market and
   transferred to employees at a net cost of R151 million, in settlement under the group's share incentive schemes.

   125 799 (2012: 391 512) ordinary shares totalling R8 million (2012: R25 million) were purchased from the
   market by Woolworths (Proprietary) Limited and are held as treasury shares by the group and 62 371 shares
   totalling R3 million (2012: nil) were forfeited by employees. 1 114 674 ordinary shares totalling R63 million
   (2012: nil) were allocated to employees in terms of the group's Restricted Share Plan.

6. 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.

7. BORROWING FACILITIES 
   Unutilised banking facilities amounted to R2 659 million (2012: R2 379 million). There is no limit imposed by
   the Memorandum of Incorporation on the group's authority to raise interest-bearing debt.

8. RELATED PARTY TRANSACTIONS 
   During the period the group entered into related party transactions, the substance of which is similar to
   that explained in the group's 2013 annual financial statements.

9. NON-CURRENT ASSETS HELD FOR SALE 
   Two fixed properties remain subject to suspensive conditions under a sale agreement. The directors
   consider the conclusion of the sale to be highly probable.

   At 29 December 2013 these assets are recognised at the lower of their carrying amounts and fair value,
   less costs to sell. The fair value has been determined using the highest and best use of the assets. No
   depreciation has been recognised.

                                      Dec 2013     Dec 2012   
                                            Rm           Rm   
   Non-current assets held for sale         63           63   


10.RESTATEMENT OF COMPARATIVE FIGURES 
   In terms of the revised IAS 19: Employee Benefits, comparative figures have been restated to recognise actuarial
   gains and losses in other comprehensive income. The opening balance of the post-retirement medical benefit
   liability as at 25 June 2012 has been restated by R13 million (from R347 million to R360 million) and the liability as
   at 30 June 2013 has been further restated by R18 million (from R356 million to R338 million) representing the gain
   during the 2013 financial year. The adjustments have no impact on earnings per share or headline earnings per
   share. The group's policy is to perform an annual valuation at the end of the financial year.

11.IFRS 13: FAIR VALUE MEASUREMENT
   The application of the new standard IFRS 13: Fair value measurement has not materially impacted fair value
   measurements of the group.

12.APPROVAL OF ABRIDGED INTERIM GROUP FINANCIAL STATEMENTS 
   The abridged interim group financial statements were approved by the board of directors on
   12 February 2014.

13.EVENTS SUBSEQUENT TO THE REPORTING DATE 
   Agreements to purchase a further three stores in South Africa and 33 stores in Botswana, Namibia,
   Swaziland and Ghana for a total cash consideration of R379 million are effective from dates subsequent to
   this report.

14.AUDIT OPINION 
   These abridged interim group financial statements have not been reviewed or audited.

DIRECTORATE AND STATUTORY INFORMATION

Non-executive directors:                                                                                  
Simon Susman (Chairman), Peter Bacon (British), Zarina Bassa, Tom Boardman (Lead independent director),   
Andrew Higginson (British), Mike Leeming, Chris Nissen, Stuart Rose (British), Thina Siwendu   
           
Executive directors:                                                                                      
Ian Moir (Group chief executive officer) (Australian), Reeza Isaacs, Zyda Rylands                         

Group secretary:                  
Thobeka Sishuba-Mashego  
                                                                                 
Share code:                                                                                             
WHL  
                                                                                                   
ISIN:                                            
ZAE000063863
                                                                                              
Registered address:                                                                                       
Woolworths House, 93 Longmarket Street, Cape Town, 8001                                                   
PO Box 680, Cape Town, 8000 
                                                                          
Registration number:                                                                                      
1929/001986/06        
                                                                                    
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                                                                

RELEASE DATE: 13 FEBRUARY 2014

                                




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