2016/08/25
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Preliminary audited group results for the 52 weeks ended 26 June 2016 and cash dividend declaration [JSE Securities Exchange - SENS]
 
Preliminary audited group results for the 52 weeks ended 26 June 2016 and cash dividend declaration

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
("the Group" or "the company")

PRELIMINARY AUDITED GROUP RESULTS
FOR THE 52 WEEKS ENDED 26 JUNE 2016
AND CASH DIVIDEND DECLARATION 


HIGHLIGHTS

GROUP SALES
(INCLUDING CONCESSION SALES)
+16.4%

ADJUSTED PROFIT BEFORE TAX
+14.7%

HEADLINE EARNINGS PER SHARE
+23.2%

ADJUSTED DILUTED HEADLINE
EARNINGS PER SHARE
+8.9%

TOTAL DIVIDEND PER SHARE
+26.7%

RETURN ON EQUITY
25.6%



COMMENTARY

Group sales increased by 16.4% to R72.1 billion, in challenging
trading environments both in South Africa and Australia.
Basic and headline earnings increased by 44.0% and 31.8%
respectively, and headline earnings per share ("HEPS") and
adjusted HEPS grew by 23.2% and 8.9% respectively.Earnings 
per share increased by 34.7%. Prior year earnings were 
impacted by the costs associated with the acquisition 
of David Jones.

WOOLWORTHS

CLOTHING AND GENERAL MERCHANDISE
Despite a difficult second half caused mainly by a late winter,
Clothing and General Merchandise grew sales by 9.6%.
Sales in comparable stores grew by 4.4% and price movement
was 6.2%.

Gross profit margin increased by 0.9% to 48.3%, benefitting
from sourcing gains. Store costs increased by 14.2% as a
result of 4.3% additional space, with comparable store costs
increasing by 3.2%. Other operating costs increased by 9.8%.
Adjusted profit before tax grew by 10.1% to R2 306 million.

FOOD
Woolworths Food continues to gain market share. Sales grew
by 11.9% with price movement of 6.7% and comparable stores
sales growth of 5.7%.

Gross profit margin decreased by 0.2% to 25.5%. Store costs
increased by 10.9% as a result of 9.3% additional space, with
comparable store costs increasing by 3.4%. Other operating
costs were 5.5% higher than the prior year.

Adjusted profit before tax grew by 15.6% to R1 826 million.

WOOLWORTHS FINANCIAL SERVICES ("WFS")
The introduction of new credit regulations under the National
Credit Amendment Act impacted growth in WFS. However,
despite this, the average debtors' book grew by 8.1% and
profit increased 12.1%. The impairment rate increased slightly
to 5.7% (June 2015: 5.4%).

DAVID JONES
Sales grew by 8.4% on a 52-week comparable basis, well
ahead of the market. Sales in comparable stores grew by
7.0%. Gross profit margin declined by 1.7% to 37.9% and was
impacted by the late winter markdown, lower intake margin
on A$ weakness and inclusion of the clearance month of July
in 2016.

Costs were well controlled and in line with sales growth,
notwithstanding the once-off costs associated with the
launch of private label and other transformation projects.

Full year profit before tax was A$168 million, which increases
to A$202 million taking into account profit earned by the other
Group segments from the David Jones channel.

The transformation of David Jones is proceeding well. We are
growing our footprint in the Australasian market, and in July 2016
opened the first David Jones store outside of Australia, in Wellington,
New Zealand. We recently announced the A$360 million (R3.8 billion) 
sale of the company's Market Street property in Sydney, and our 
intention to invest up to A$200 million (R2.1 billion) to develop 
its adjacent Elizabeth Street building to create a world-class 
department store, offering the best of fashion and food available 
in the southern hemisphere. The redevelopment is expected to be
completed in the second half of 2019. The David Jones head
office will be relocated to Melbourne and consolidated onto
a new campus with Country Road Group. We have worked
closely with both the Victorian state government and the new
campus property owners to structure a range of incentives to
offset the cost of the relocation and we expect this to deliver
synergies and productivity benefits of at least A$10 million per
annum from 2019.

COUNTRY ROAD GROUP
Country Road Group sales, including sales in South Africa,
increased by 5.5% in Australian dollar terms as a result of
increased space of 6.3%, 2.7% of which comprised new
David Jones concession space. Despite the new space, range
issues and the unseasonal warm winter impacted trading
performance and comparable store sales were 3.9% lower
than the prior year.

Higher markdowns and promotions resulted in gross profit
margin declining by 1.5% to 59.4%, while store costs increased
by 8.5% due to the increase in trading space. Despite this, other
operating cost grew by 1.5%.

Adjusted profit before tax reduced by 13.6% to A$95 million.

OUTLOOK
Looking to the year ahead, the South African customer
continues to be under pressure, and the Australian trading
environment continues to be tough. Both markets are becoming
more competitive with the arrival of northern hemisphere
retailers and increasing promotional activity. Nonetheless, our
mid-to-upper income customers are resilient and our combined
Group presence continues to present us with opportunities to
grow market share and drive profitability in both sub-Saharan
Africa and Australasia. We are confident that our strategies
are clear and our businesses are well-positioned despite the
prevailing conditions. 

Our transformation of David Jones continues to go well and 
we are on track to deliver the benefits we set out at 
acquisition. Since then, we have identified a major 
additional opportunity in relation to the introduction 
of an upper-end, innovative and high quality food offer 
in David Jones.

Trading for the first eight weeks of the new financial year
has seen an improvement in South African clothing after a
disappointing winter season and with good sell-throughs of
the new range. Food sales have softened slightly, in line with
the market. In Australia, David Jones is trading in line with its
comparative market set despite now anniversarising strong
growth in the prior year. Country Road Group sales are
flat on last year and we continue to focus on executing our
turnaround plans.

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
Subsequent to the Interim Results announcement, the Board
approved the appointment of Zyda Rylands as a member
of the Social and Ethics Committee and Zarina Bassa as a
member of the Remuneration Committee.

To ensure appropriate succession, the Board agreed to
extend Peter Bacon's tenure as a director for one year.
Peter is a member of the Audit and Remuneration Committees
and Trustee of the Woolworths Holdings Share Trust.
The Nominations Committee is satisfied that Peter remains
independent of the Group.

GROUP COMPANY SECRETARY
The Board approved the appointment of Chantel Reddiar as
Group Company Secretary with effect from 5 September 2016.
Ms Reddiar will replace Ralph Buddle who has been acting as
Interim Group Company Secretary since January 2016.

S N Susman                    I Moir
Chairman                      Group Chief Executive Officer

Cape Town, 24 August 2016

DIVIDEND DECLARATION
Notice is hereby given that the Board of Directors have declared a final gross cash dividend ("dividend") of 180.0 cents (153.0 cents
net of dividend withholding tax) per ordinary share, bringing the total dividend for the 52 weeks ended 26 June 2016 to
313.0 cents per share, a 26.7% increase on last year's total dividend of 247.0 cents per share. The dividend has been declared
from income reserves and therefore does not constitute a distribution of "contributed tax capital" as defined in the Income Tax
Act, 58 of 1962. A dividend withholding tax of 15% will be applicable to all shareholders who are not exempt.

The issued share capital at the declaration date is 1 046 026 844 ordinary shares.

The salient dates for the dividend will be as follows:

Last day of trade to receive a dividend                    Tuesday, 13 September 2016
Shares commence trading "ex" dividend                      Wednesday, 14 September 2016
Record date                                                Friday, 16 September 2016
Payment date                                               Monday, 19 September 2016

Share certificates may not be dematerialised or rematerialised between Wednesday, 14 September 2016 and Friday,
16 September 2016, both days inclusive. Ordinary shareholders who hold dematerialised shares will have their accounts
at their CSDP or broker credited or updated on Monday, 19 September 2016. Where applicable, dividends in respect of
certificated shares will be transferred electronically to shareholders' bank accounts on the payment date. In the absence
of specific mandates, dividend cheques will be posted to shareholders.

Ralph Buddle
Interim Group Company Secretary
Cape Town, 24 August 2016

PRELIMINARY AUDITED GROUP RESULTS

                                                                                         52 weeks       52 weeks
GROUP STATEMENT                                                                        to 26 June     to 28 June
OF COMPREHENSIVE INCOME                                                                      2016           2015           %
                                                                              Notes            Rm             Rm      change
Revenue                                                                                    66 978         58 069        15.3
Turnover and concession sales                                                              72 137         61 970        16.4
Concession sales                                                                          (7 133)        (5 464)        30.5
Turnover                                                                                   65 004         56 506        15.0
Cost of sales                                                                              38 618         33 356        15.8
Gross profit                                                                       26 386         23 150        14.0
Other revenue                                                                               1 926          1 447        33.1
Expenses                                                                                   21 343         19 010        12.3
Store costs                                              15 640         13 511        15.8
Other operating costs                                                                       5 703          5 499         3.7
Operating profit                                                                            6 969          5 587        24.7
Investment income                         48            116      (58.6)
Finance costs                                                                               1 234          1 494      (17.4)
Profit before earnings from joint ventures and associate                                    5 783          4 209        37.4
Earnings from joint ventures                                                                  249            221        12.7
Earnings from associate                                                                         1              2      (50.0)
Profit before tax                                                                           6 033          4 432        36.1
Tax                                                                                         1 680          1 312        28.0
Profit for the year                                                                         4 353          3 120        39.5
Other comprehensive income:
Amounts that may be reclassified to profit or loss
Fair value adjustments on financial instruments, after tax                                  (104)            225
Exchange differences on translation of foreign subsidiaries              3 748        (1 150)
Amounts that may not be reclassified to profit or loss
Post-retirement medical benefit liability - actuarial gain/(loss), after tax                    7            (6)
Other comprehensive income for the year                                                     3 651          (931)
Total comprehensive income for the year        8 004          2 189
Profit attributable to:                                                                     4 353          3 120
Shareholders of the parent                                                                  4 344          3 116
Non-controlling interests                                                                       9              4
Total comprehensive income attributable to:                                                 8 004          2 189
Shareholders of the parent                                                                  7 988          2 180
Non-controlling interests                                                                      16              9
Reconciliation of headline earnings
Earnings attributable to shareholders of the parent                                   4 344          3 116        39.4
BEE preference dividend                                                                         -             99
Basic earnings                                                                              4 344          3 017        44.0
Loss on disposal of property, plant and equipment,
intangible assets and investment properties                                                    22             19
Profit on disposal of associate                                                               (7)              -
Net impairment of property, plant and equipment
and intangible assets                                                                           7            384
Tax impact of adjustments                                      (8)          (113)
Headline earnings                                                                           4 358          3 307        31.8
Unrealised foreign exchange losses/(gains)                                                     13           (29)
Transaction costs                                                                               -    258
Integration and restructuring costs                                                             -             67
Non-recurring finance costs                                                                     -            164
Tax impact of adjustments                                                                     (4)           (16)
Adjusted headline earnings                                       4 367          3 751        16.4
Earnings per share (cents)                                                        2         454.2          337.3        34.7
Headline earnings per share (cents)                                                         455.6          369.7        23.2
Adjusted headline earnings per share (cents)              456.6          419.4         8.9
Diluted earnings per share (cents)                                                2         451.0          334.9        34.7
Diluted headline earnings per share (cents)                                                 452.5          367.1        23.3
Adjusted diluted headline earnings per share (cents)                                        453.4    416.4         8.9
Number of shares in issue (millions)                                                        960.1          930.3         3.2
Weighted average number of shares in issue (millions)                                       956.5          894.4         6.9

GROUP STATEMENT OF FINANCIAL POSITION                                                                 At 26 June  At 28 June
                                                                                                          2016        2015
                                                                                            Notes             Rm          Rm
ASSETS
Non-current assets                                                                                        37 001      33 174
Property, plant and equipment                                                                   3         15 324      14 430
Investment properties                                                                           3             78          78
Intangible assets                                                                               3         18 965      15 700
Investment in associate                                                                  -           3
Investment in joint ventures                                                                                 978         891
Participation in export partnerships                                                                           8          19
Fair value lease adjustment                                        83          76
Other loans                                                                                                   41          55
Derivative financial instruments                                                                6             72          82
Deferred tax            1 452       1 840
Current assets                                                                                            10 340       8 251
Inventories                                                                                                7 117       5 881
Trade and other receivables                                                                                1 312       1 051
Derivative financial instruments                                                                6             90         219
Tax                                                                                                          296         209
Cash and cash equivalents                                                                                  1 525         891
Non-current assets held for sale                                                                3          2 049          30
TOTAL ASSETS                                                                                              49 390      41 455
EQUITY AND LIABILITIES
TOTAL EQUITY                                                                                              19 853      14 297
Equity attributable to shareholders of the parent                                                         19 826      14 251
Non-controlling interests                                                                                     27          46
Non-current liabilities                                                                                   18 559      18 072
Interest-bearing borrowings                                                           15 703      14 922
Operating lease accrual and fair value lease adjustment                                                    2 264       2 037
Post-retirement medical benefit liability                                                                    387         374
Provisions                                     187         197
Derivative financial instruments                                                                6             12          26
Deferred tax                                                                                                   6         516
Current liabilities         10 978       9 086
Trade and other payables                                                                                   9 107       7 699
Provisions                                                                                                   863         738
Operating lease accrual and fair value lease adjustment                                                      135         122
Derivative financial instruments                                                                6            265          72
Tax                                                                                                          393         259
Overdrafts and interest-bearing borrowings                                                                   215         196
TOTAL LIABILITIES                                                                                    29 537      27 158
TOTAL EQUITY AND LIABILITIES                                                                              49 390      41 455
Net asset book value - per share (cents)                                                                   2 065       1 532
GROUP ANALYSIS
Total assets                                                                          49 390      41 455
Woolworths*                                                                                               11 940      10 760
David Jones                                                                                               29 250      24 139
Country Road Group                                                  7 208       5 619
Woolworths Financial Services                                                                                971         885
Treasury**                                                                                                    21          52
Inventories                         7 117       5 881
Woolworths*                                                                                                3 279       2 912
David Jones                                                                                                2 345       1 864
Country Road Group                                                                                         1 493       1 105
Total liabilities                                                                                         29 537      27 158
Woolworths*                                                                                                5 672       5 216
David Jones                                                                                                6 534       5 229
Country Road Group                                                                                         1 850       1 834
Treasury                                                                                                  15 481      14 879
Approved capital commitments                                                                               3 902       3 636
Woolworths*                                                                           2 066       2 032
David Jones                                                                                                1 330       1 017
Country Road Group                                                                                           506         587

*  Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics.
** The composition of reportable segments changed during the year; consequently R52 million of assets previously reported within the Woolworths
   segment have been reclassified to Treasury.

GROUP STATEMENT OF CASH FLOWS                                                                        52 weeks       52 weeks
                                                           to 26 June     to 28 June
                                                                                                         2016           2015
                                                                                         Notes             Rm             Rm
Cash flow from operating activities
Cash inflow from trading                                                                           8 940          8 016
Working capital movements                                                                               (311)          (657)
Cash generated by operating activities                                                                  8 629          7 359
Interest income                                                     40            160
Finance costs paid                                                                                    (1 168)        (1 190)
Tax paid                                                                                              (1 536)        (1 199)
Cash generated by operations                         5 965          5 130
Dividends received from joint ventures                                                                    162            129
Dividends received from associate                                                                           7              -
Dividends to ordinary shareholders                                                                    (2 464)        (2 047)
Dividends to preference shareholders                                                                        -           (99)
Net cash inflow from operating activities                                                               3 670          3 113
Cash flow from investing activities
Net investment in property, plant and equipment,
intangible assets and investment properties                                                          (2 829)        (2 828)
Acquisition of subsidiary, net of cash acquired                                                             -       (21 447)
Acquisition of franchise operations                                                                         -           (68)
Other                                      20             69
Net cash outflow from investing activities                                                            (2 809)       (24 274)
Cash flow from financing activities
Settlement of share-based payments through share purchase                                    4           (34)          (308)
Share purchase costs                                                (1)            (2)
Rights issue proceeds                                                                        4              -          9 984
Finance lease payments                                                                                   (12)           (15)
Long-term borrowings raised                       190         15 364
Short-term borrowings raised                                                                                -         10 044
Borrowings repaid                                                                                       (384)       (11 876)
Acquisition of non-controlling interests*                                                                (85)        (2 153)
Costs associated with debt and equity raising                                                               -          (598)
Net cash (outflow)/inflow from financing activities                                                     (326)         20 440
Increase/(decrease) in cash and cash equivalents                                                          535          (721)
Net cash and cash equivalents at the beginning of the year                                                891          1 666
Effect of foreign exchange rate changes                                                                    71           (54)
Net cash and cash equivalents at the end of the year                                                    1 497            891
GROUP ANALYSIS
Cash generated by operating activities                                                                  8 629          7 359
Woolworths                                                                                              4 906          4 668
David Jones                                                                                             2 508          1 620
Country Road Group                                                             1 215          1 071
Additions to property, plant and equipment,
intangible assets and investment properties (gross)                                                     2 825          2 891
Woolworths                                                                                              1 186          1 422
David Jones                                                                                1 093            504
Country Road Group                                                                                        546            965

* Comparative information has been restated to reflect the reclassification of 'Acquisition of non-controlling interests' as a financing activity.

GROUP STATEMENT OF CHANGES IN EQUITY

                                                                                  Total                                     Total
                                                    Share-           Non-      52 weeks         Share-          Non-     52 weeks
                                                holders of    controlling    to 26 June     holders of   controlling   to 28 June
                                                the parent      interests          2016     the parent     interests         2015
                                         Notes         Rm              Rm            Rm             Rm            Rm           Rm
Shareholders' interest at
the beginning of the year                           14 251             46        14 297          6 629           323        6 952
Movements for the year:
Profit for the year                                  4 344              9         4 353          3 116             4        3 120
Other comprehensive income                           3 644              7         3 651          (936)             5        (931)
Total comprehensive income for the year              7 988             16         8 004          2 180             9        2 189
Shares issued, net of costs                  4       2 849              -         2 849          9 703             -        9 703
Share-based payments, including
settlements and costs                              (2 534)              -       (2 534)          (248)             -        (248)
Dividends to shareholders                          (2 716)              -     (2 716)        (2 146)             -      (2 146)
Acquisition of non-controlling interests              (12)           (35)          (47)        (1 867)         (286)      (2 153)
Shareholders' interest at the end
of the year                                         19 826             27        19 853         14 251            46       14 297
Dividend per ordinary share (cents)                               313.0                                     247.0
Dividend cover (based on headline earnings)                                        1.45                                      1.45
Dividend per preference share (cents)                                                 -                                      96.5

SEGMENTAL ANALYSIS                               52 weeks      52 weeks
                                                                                         to 26 June    to 28 June
                                                                                               2016          2015          %
                                                                                 Notes           Rm    Rm     change
Revenue
Turnover                                                                                     65 004        56 506       15.0
Woolworths Clothing and General Merchandise                                                  13 701        12 499        9.6
Woolworths Food                                                                              24 956        22 352       11.6
Woolworths Logistics                                                                            515           444       16.0
David Jones                                                                                  15 185        12 130       25.2
Country Road Group                                                                           10 647         9 081       17.2
Other revenue and investment income                                                           1 974         1 563       26.3
Woolworths Clothing and General Merchandise                                                      27            19       42.1
Woolworths Food                                                                                 115            93       23.7
David Jones                                             2 112         1 512       39.7
Country Road Group                                                                               43            39       10.3
Treasury                                                                                         28           100     (72.0)
Intragroup           9        (351)         (200)       75.5
Total Group                                                                                  66 978        58 069       15.3
Gross profit
Woolworths Clothing and General Merchandise                                                   6 616         5 925       11.7
Woolworths Food        6 370         5 754       10.7
David Jones                                                                                   6 902         5 773       19.6
Country Road Group                                                                            6 313         5 537       14.0
Intragroup                                                                           9          185           161       14.9
Total Group                                                                                  26 386        23 150       14.0
Profit before tax
Woolworths Clothing and General Merchandise                                                   2 306         2 095       10.1
Woolworths Food                                                                               1 826         1 580       15.6
Woolworths Financial Services                                                                   248           221       12.2
David Jones                                                                                   1 814         1 492       21.6
Country Road Group                                                                            1 016         1 042      (2.5)
Treasury                                                                          (1 164)       (1 160)        0.3
Total Group - adjusted                                                                        6 046         5 270       14.7
Adjustments                                                                                    (13)         (838)
Unrealised foreign exchange (losses)/gains                                         (13)            29
Transaction costs                                                                                 -         (258)
Integration and restructuring costs                                                               -          (67)
Non-recurring finance costs                                                                       -         (164)
Impairment of property, plant and equipment and intangible assets                                 -         (378)
Total Group                                                                                   6 033         4 432       36.1
Woolworths Clothing and General Merchandise                                                   2 295         2 124        8.1
Woolworths Food                                                            1 824         1 580       15.4
Woolworths Financial Services                                                                   248           221       12.2
David Jones                                                                                   1 814         1 049       72.9
Country Road Group                                   1 016         1 011        0.5
Treasury                                                                                    (1 164)       (1 553)     (25.0)

NOTES

1.    STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
      The preliminary Group Annual Financial Statements have been prepared in accordance with International Financial
      Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB),
      IAS 34: Interim Financial Reporting, the South African Institute of Chartered Accountants (SAICA) Financial Reporting
      Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial
      Reporting Standards Council (FRSC), the requirements of the Companies Act of South Africa and the JSE Limited
      Listings Requirements.

      The preliminary Group Annual Financial Statements have been prepared under the supervision of the Group Finance
      Director, Reeza Isaacs CA(SA) and are the full responsibility of the directors.

      Accounting policies applied in the preparation of these preliminary Group Annual Financial Statements are consistent
      with those applied in the preparation of the Group Annual Financial Statements for the 52-week period ended
      26 June 2016, and are consistent with the prior year, except for the changes in accounting policy disclosed in note 5.
      The preliminary Group Annual Financial Statements have been prepared on the historical cost and going concern bases,
      except where otherwise indicated. The presentation and functional currency is the South African Rand, rounded to the
      nearest million, except where otherwise indicated.

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 (refer to note 4). During the year, the Group offered a scrip distribution as an
      alternative to the interim dividend.

3.    PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND INVESTMENT PROPERTIES
      The Group acquired property, plant and equipment at a fair value of R2 347 million (2015: R13 329 million) and acquired
      intangible assets at a fair value of R478 million (2015: R14 100 million including goodwill and brands).

      A fixed property, amounting to R2 049 million (A$182 million), previously disclosed under property, plant and equipment
      (within the David Jones segment), has been reclassified as a non-current asset held for sale. Depreciation
      has ceased. At year-end, the property is recognised at the lower of its carrying amount and fair value, less costs to sell.
      The sale agreement was concluded subsequent to year-end (refer to note 10).

      Two fixed properties, totalling R30 million, previously disclosed as non-current assets held for sale (within the Woolworths
      segment), have been reclassified to property, plant and equipment. These properties were subject to suspensive
      conditions under sale agreements; however certain conditions have subsequently not been satisfactorily met. The
      directors therefore do not consider the conclusion of the sales to be highly probable at this stage. At year-end, these
      properties are recognised at the lower of their carrying amounts and fair value, less costs to sell. The reclassification
      has no impact on the financial position or results of operations of the Group for the current and prior periods.

4.    ISSUE AND PURCHASE OF SHARES
      24 361 954 ordinary shares totalling R2 414 million were issued and allocated to employees in terms of the Group's Black
      Economic Empowerment Employee Share Ownership Scheme, which reached maturity on 30 June 2015.

      2 920 865 ordinary shares totalling R252 million were issued and allocated to shareholders in terms of the scrip distribution
      alternative.

      2 167 167 (2015: 1 768 311) ordinary shares totalling R183 million (2015: R140 million) were issued and allocated to employees
      in terms of the Group's share incentive schemes. In the prior year, 3 061 442 ordinary shares totalling R238 million were
      purchased from the market and transferred to employees.

      362 215 (2015: 835 560) ordinary shares totalling R34 million (2015: R70 million) were purchased from the market by
      Woolworths Proprietary Limited and are held as treasury shares by the Group. 685 540 (2015: 2 031 491) ordinary shares
      totalling R33 million (2015: R43 million) were allocated to employees in terms of the Group's Restricted Share Plan.
      
      In the prior year, 167 803 572 ordinary shares totalling R9 984 million were issued by way of a rights issue on 2 October 2014.
      Rights issue costs of R421 million were charged to equity.

5.    CHANGE IN ACCOUNTING POLICY
      The adoption of certain new standards, which became effective in the current year, has resulted in minor changes
      to accounting policies and disclosure, none of which have a material impact on the financial position or performance
      of the Group.

6.    FAIR VALUE OF FINANCIAL INSTRUMENTS
      The carrying value of trade and other receivables, trade and other payables and borrowings approximate their
      fair values.

      In terms of IFRS 13: Fair value measurement, the Group's derivative financial instruments are measured at fair value and
      determined to be level two under the fair value hierarchy using inputs that are observable for the asset or liability,
      either directly or indirectly.

7.    CONTINGENT LIABILITIES
      Group companies are party to legal disputes and investigations 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 any material
      financial effect.

8.    BORROWING FACILITIES
      Unutilised banking and debt facilities amount to R9 217 million (2015: R7 102 million). In terms of the Memorandum of
      Incorporation, the Group has unlimited borrowing powers.

9.    RELATED-PARTY TRANSACTIONS
      The Group entered into related-party transactions, the substance of which is disclosed in the Group's 2016 Annual
      Financial Statements. Intragroup adjustments relate to the sale of concession goods between segments and supply
      chain distribution adjustments.

10.   EVENTS SUBSEQUENT TO THE REPORTING DATE
      The sale of the Market Street building in Sydney's CBD was completed in August 2016, with gross proceeds on sale of
      A$360 million. The Group has also entered into a 3-year lease agreement with the purchasers at market-related terms. It is
      anticipated that the Market Street operations will be relocated to Elizabeth Street after a period of renovation. As a result
      of the sale of the Market Street building, the Group announced its intention to relocate the David Jones support centre from
      Sydney to Melbourne and to establish an Australasian head office for David Jones (DJ) and Country Road Group (CRG). CRG
      has entered into a lease for the new offices in Melbourne, with DJ as a guarantor for this lease, commencing in July 2017.

11.   APPROVAL OF PRELIMINARY GROUP ANNUAL FINANCIAL STATEMENTS
      The preliminary Group Annual Financial Statements were approved by the Board of Directors on 24 August 2016.

12.   AUDIT OPINION
      These preliminary Group Annual Financial Statements have not been audited but have been correctly extracted from the 
      audited Group Annual Financial Statements, upon which EY have issued an unqualified audit opinion. The auditor's report 
      does not necessarily report on all the information contained in this announcement. Shareholders are therefore advised that, 
      in order to obtain a full understanding of the nature of the auditor's engagement, they should obtain a copy of the auditor's 
      report together with the accompanying financial information from the company's registered office.


DIRECTORATE AND STATUTORY INFORMATION

NON-EXECUTIVE DIRECTORS                                  REGISTERED ADDRESS
Simon Susman (Chairman), Patrick Allaway (Australian),   Woolworths House, 93 Longmarket Street,
Peter Bacon (British), Zarina Bassa,                     Cape Town, 8001, PO Box 680, Cape Town, 8000
Tom Boardman (Lead Independent Director),
Hubert Brody, Andrew Higginson (British),                REGISTRATION NUMBER
Gail Kelly (Australian), Nombulelo Moholi,               1929/001986/06
Lord Rose (British), Thina Siwendu                       
                                                         TAX NUMBER
EXECUTIVE DIRECTORS          9300/149/71/4
Ian Moir (Group Chief Executive Officer) (Australian),
Reeza Isaacs, Sam Ngumeni, Zyda Rylands                  JSE SPONSOR
                                                         Rand Merchant Bank (A division of FirstRand Bank Limited)
INTERIM GROUP COMPANY SECRETARY 
Ralph Buddle                                             TRANSFER SECRETARIES
                               Computershare Investor Services Proprietary Limited
JSE SHARE CODE                                           70 Marshall Street, Johannesburg, 2001
WHL

ISIN
ZAE000063863

25 August 2016 



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