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The Bidvest Group Limited - Audited Results for the year ended June 2003

Release Date: 25/08/2003 07:27
Code(s): BVT
Wrap Text

The Bidvest Group Limited - Audited Results for the year ended June 2003 THE BIDVEST GROUP LIMITED REGISTRATION NUMBER: 1946/021180/06 ISIN: ZAE000008132 Share code: BVT RESULTS FOR THE YEAR ENDED JUNE 30 2003 The Bidvest Group is listed on the JSE Securities Exchange South Africa in the Cyclical Services - Support Services sector with subsidiaries listed on the London, Australian and Luxembourg stock exchanges. 2003 2002 % change Revenue R47,1bn R41,95bn 12,2% Operating income R2,2bn R2,02bn 11,5% Operating income pre translation gains R2,3bn R1,9bn 18,3% Headline earnings R1,5bn R1,3bn 13,1% Headline earnings per share 479,0c 436,2c 9,8% Total distribution per share 220,0c 190,0c 15,8% Operating margin 4,8% 4,6% FINANCIAL HIGHLIGHTS - Fourteen consecutive years of growth - A compound growth rate in earnings per share over the past twelve years of 27,7% - SA organic growth in operating income of approximately 16% - Results impacted by: - R117,7 million negative movement in unrealised currency losses on the translation of foreign cash resources - R73,0 million negative impact of the dollar-based fishing operations recording lower incomes in local currency and the reduced quality of the catch - R13,2 million reduced contribution from Bidcorp plc - R8,9 million non-recurring loss from a discontinued business to the date of closure - R30,8 million increase in interest charges - Without the effects of the conversion of offshore cash resources, headline earnings per share would have increased by 20,4% OPERATIONAL HIGHLIGHTS - Unique and innovative black economic empowerment (BEE) initiative announced - A number of small, but strategic acquisitions were made extending the range of products offered and geographic spread of operations - Swithenbank, a fresh product distribution business acquired by 3663 First for Foodservice - Danel SA (renamed Lithotech France), acquired out of receivership, made a profit for the period - Extensive restructuring in Bidcorp plc completed, at significant cost, but the operations should make a meaningful contribution in the future - Cross-selling progressing well - Provision of integrated service solutions in Bidserv well received by market. Other divisions also beginning to formulate integrated, packaged offerings - mymarket.com service offering gaining impetus - currently has 32 buying organisations and 660 suppliers listed with 5 637 users Brian Joffe, Executive Chairman, commented: "Bidvest"s decentralised and entrepreneurial business model has again shown that solid operational performances are possible even in volatile markets. By managing in real time and making innovative changes in response to changing markets, our management teams appropriately positioned the businesses and increased operating profit." Fani Titi, Deputy Chairman, commented: "By not forcing the pace of acquisitions, Bidvest"s strategic patience has paid off. In the current volatile and difficult trading conditions numerous opportunities surfaced. I have no doubt that Bidvest will be able to capitalise on these prospects." August 25 2003 ENQUIRIES: The Bidvest Group Limited Tel: + 27 (11) 772 8700 Brian Joffe, Chairman Jack Hochfeld, Investor Relations David Cleasby, Investor Relations Beachhead Media and Investor Relations Tel: +27 (11) 214 2400 Jennifer Cohen Jaqui Swan THE BIDVEST GROUP LIMITED REGISTRATION NUMBER: 1946/021180/06 ISIN: ZAE000008132 Share code: BVT CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED JUNE 30 2003 HIGHLIGHTS - Fourteen consecutive years of growth - Revenue up 12,2% - Operating income up 11,5% - Headline earnings up 13,1% - Headline earnings per share up 9,8% - Headline earnings per share excluding translation gains up 20,4% - Distribution per share 15,8% CONSOLIDATED INCOME STATEMENT for the year ended June 30 2003 2002 Percentage R"000 R"000 change Revenue 47 073 375 41 950 388 12,2 Operating income 2 244 121 2 012 611 11,5 Operating income before translation gains 2 259 197 1 909 966 18,3 Translation gains (losses) (15 076) 102 645 Amortisation of goodwill (64 887) (52 646) Disposal and discontinued businesses (36 130) (11 797) Disposal of fixed assets (25 418) 330 Net finance expense (110 982) (80 163) Income before taxation 2 006 704 1 868 335 7,4 Taxation (557 148) (515 264) Income after taxation 1 449 556 1 353 071 7,1 Income from associates 30 328 17 735 Trading profits 31 568 27 788 Impairment of and goodwill in associates (1 240) (10 053) Outside shareholders" interest (97 576) (129 557) Income attributable to shareholders 1 382 308 1 241 249 11,4 Number of shares in issue (weighted 000) 308 116 299 089 Headline earnings per share (cents) 479,0 436,2 9,8 Earnings per share (cents) 448,6 415,0 8,1 Distribution per share (cents)* 220,0 190,0 15,8 - interim 108,0 90,0 - final 112,0 100,0 Headline earnings The following adjustments to income attributable to shareholders were taken into account in the calculation of headline earnings: Income attributable to shareholders 1 382 308 1 241 249 Net amortisation of goodwill 61 449 49 411 Amortisation of goodwill 64 887 52 646 Outside shareholders" interest (3,438) (3 235) Net loss on disposal and discontinued businesses 11 626 3 913 Loss on disposed and discontinued business 36 130 11 797 Tax relief (16 017) (4 363) Outside shareholders" interest (8 487) (3 521) Net loss on disposal of assets 19 233 104 Loss (surplus) on disposal of assets 25 418 (330) Tax relief (7 385) - Outside shareholders" interest 1 200 434 Impairment of and goodwill in associates 1 240 10 053 Headline earnings 1 475 856 1 304 730 13,1 Rand/Sterling exchange rates Opening rate 15,905 11,338 Closing rate 12,457 15,905 Average rate 14,288 14,544 The conversion of foreign cash resources has resulted in an unrealised exchange loss of R15,1 million for the year ended June 30 2003 as compared to R102,6 million gain in the comparable period. If the effect of these gains are eliminated from the results, headline earnings per share would have increased by 20%. *Includes dividends, distribution out of share premium and capitalisation issues at market value at date of the award. SEGMENTAL ANALYSIS for the year ended June 30 2003 2002 Percentage
R"000 R"000 change Revenue The Services Division 18 292 281 16 424 403 11,4 Bidfreight 13 676 421 12 984 127 5,3 Bidcorp plc 1 956 688 1 078 403 81,4 Namsov Fishing 282 107 320 993 (12,1) Bidserv 1 735 005 1 505 982 15,2 Renfin 642 060 534 898 20,0 The Foodservice Products Division 22 557 416 21 121 321 6,8 Bidvest plc 19 733 754 18 741 489 5,3 Caterplus 1 970 925 1 653 732 19,2 Combined Foods 852 737 726 100 17,4 The Commercial Products Division 7 584 909 5 500 712 37,9 Bidoffice 4 743 195 3 512 837 35,0 Bidpac 730 579 625 537 16,8 Voltex 2 111 135 1 362 338 55,0 Corporate Services 93 920 159 387 (41,1) I-Fusion 90 665 159 225 (43,1) mymarket.com 3 255 162 1 909,3 Intergroup eliminations (1 455 151) (1 255 435) - 47 073 375 41 950 388 12,2 Operating income The Services Division 750 502 718 570 4,4 Bidfreight 395 400 355 971 11,1 Bidcorp plc 834 14 034 (94,1) Namsov Fishing 31 497 104 509 (69,9) Bidserv 166 713 134 317 24,1 Renfin 156 058 109 739 42,2 The Foodservice Products Division 843 449 672 927 25,3 Bidvest plc 569 434 460 875 23,6 Caterplus 179 817 132 493 35,7 Combined Foods 94 198 79 559 18,4 The Commercial Products Division 613 342 487 675 25,8 Bidoffice 393 845 313 715 25,5 Bidpac 103 069 84 142 22,5 Voltex 116 428 89 818 29,6 Corporate Services 36 828 133 439 (72,4) I-Fusion (5 042) (9 096) 44,6 mymarket.com (7 242) (2 172) (233,4) Investment and other income 8 317 108 904 (92,4) Group properties 40 795 35 803 13,9 2 244 121 2 012 611 11,5 % %
Operating margins The Services Division 4,10 4,38 (6,2) Bidfreight 2,89 2,74 5,5 Bidcorp plc 0,04 1,30 (96,7) Namsov Fishing 11,16 32,56 (65,7) Bidserv 9,61 8,92 7,7 Renfin 24,31 20,52 18,5 The Foodservice Products Division 3,74 3,19 17,4 Bidvest plc 2,89 2,46 17,3 Caterplus 9,12 8,01 13,9 Combined Foods 11,05 10,96 0,8 The Commercial Products Division 8,09 8,87 (8,8) Bidoffice 8,30 8,93 (7,0) Bidpac 14,11 13,45 4,9 Voltex 5,51 6,59 (16,4) 4,77 4,80 (0,6) STATEMENTS OF CHANGES IN SHAREHOLDERS" INTEREST for the year ended June 30 2003 2002 R"000 R"000 Shareholders" interest at the beginning of the year 5 563 617 3 860 494 Share capital issued (427) 770 - capitalisation issue - 107 - cash issue - 623 - in terms of the share incentive scheme 62 71 - repurchase of shares by subsidiary (489) (31) Share premium arising on shares issued (537 993) 409 300 - in terms of the share incentive scheme 31 780 40 067 - cash issue - 557 377 - refund of share premium to shareholders (168 797) (159 743) - repurchase of shares by subsidiary (400 844) (26 725) - share issue costs (132) (1 676) Movement in non-distributable reserves (474 927) 329 882 - foreign currency translation reserve (474 927) 329 882 Movement in retained income 862 389 963 171 - income attributable to shareholders 1 382 308 1 241 249 - dividends and capitalisation issues (475 284) (267 870) - secondary tax on companies (44 635) (10 208) Shareholders" interest at the end of the year 5 412 659 5 563 617 CONSOLIDATED BALANCE SHEET at June 30 2003 2002 R"000 R"000
Assets Non-current assets 4 927 958 5 118 290 Fixed assets 3 493 246 3 602 498 Intangible assets 689 218 681 903 Deferred taxation 219 340 262 747 Investments and advances 384 072 378 997 Banking and other advances 142 082 192 145 Current assets 9 643 424 9 998 814 Other current assets 7 282 863 7 253 322 Liquid funds 2 360 561 2 745 492 Total assets 14 571 382 15 117 104 Equity and liabilities Capital and reserves 6 103 451 6 370 033 Shareholders" interest 5 412 659 5 563 617 Outside shareholders" interest 690 792 806 416 Non-current liabilities 1 007 749 615 836 Deferred taxation 115 824 252 048 Post-retirement obligations 190 179 200 250 Long-term portion of interest-bearing borrowings 665 583 135 838 Banking liabilities 36 163 27 700 Current liabilities 7 460 182 8 131 235 Other current liabilities 6 794 077 6 887 622 Current portion of interest-bearing borrowings 666 105 1 243 613 Total equity and liabilities 14 571 382 15 117 104 Number of shares in issue (000) 302 679 311 217 Net tangible asset value per share (cents) 1 561 1 569 CONSOLIDATED CASH FLOW STATEMENT for the year ended June 30 2003 2002
R"000 R"000 Cash flow from operating activities 1 506 715 1 967 371 Operating income net of capital items 2 182 573 2 001 144 Depreciation and other non-cash items 746 026 543 348 Changes in working capital (261 904) 207 183 Cash generated by operations 2 666 695 2 751 675 Net finance expense (110 982) (80 163) Taxation paid (521 492) (395 737) Distributions to shareholders - Company (475 284) (267 763) - subsidiaries (52 222) (40 641) Cash effects of investment activities (1 167 628) (1 956 063) Net additions to fixed assets (991 232) (695 118) Net additions to intangible assets (8 442) (18 759) Net acquisition of subsidiaries, businesses, associates and investments (167 954) (882 186) Cash effects of financing activities (70 234) 525 622 Proceeds from shares issued - Company 31 710 596 462 - subsidiaries 7 670 506 Purchase of treasury shares (401 333) (26 756) Distribution of share premium to shareholders (168 797) (159 743) Net borrowings raised 460 516 115 153 Net increase in cash and cash equivalents 268 853 896 930 Net cash and cash equivalents at the beginning of the year 2 202 331 1 058 213 Currency adjustments (250 840) 247 188 Net cash and cash equivalents at the end of the year 2 220 344 2 202 331 Net cash equivalents are made up as follows Cash on hand and in the bank 2 360 561 2 745 492 Bank overdrafts shown as current portion of interest-bearing debt (140 217) (543 161) 2 220 344 2 202 331 BASIS OF PREPARATION OF FINANCIAL STATEMENTS The financial statements have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice and the accounting policies used are consistent with the prior year. AUDIT REPORT The consolidated results for the year have been audited by KPMG Inc and their unqualified audit report is available for inspection at the Company"s registered office. COMMENT Bidvest achieved satisfactory results and a solid operational performance, delivering its fourteenth consecutive year of growth. Management performed well recording significant organic growth. Operating margins improved in an environment of an appreciating currency. The results may be below market expectation, principally due to the R117,7 million negative movement in unrealised currency losses on the translation of foreign cash resources; the R73,0 million negative impact of the dollar-based fishing operations recording lower income in local currency and the reduced quality of the catch; the R13,2 million reduced contribution from Bidcorp; and an R8,9 million non-recurring loss from a discontinued business to the date of closure. OPERATING ENVIRONMENT The year was characterised by volatile international markets, re-inforced by the build-up to, the outbreak and aftermath of the war in Iraq. The world"s advanced economies recorded a real growth rate of less than 2%. South Africa"s firm commitment to monetary and fiscal discipline, improvements in competitiveness and sound economic performance was recognised and rewarded by two international credit ratings. This positive sentiment also surfaced in the foreign exchange market where the rand outperformed most other currencies. High domestic interest rates and the positive balance of trade further contributed to the improved rand. Nevertheless, the Group"s managers positioned their businesses to minimise the impact of the currency"s volatility. FINANCIAL HIGHLIGHTS Revenue grew by 12,2% to R47,1 billion (2002: R42,0 billion) and the operating margin, excluding movements in translation gains on cash resources, increased to 4,8% (2002: 4,6%). Operating income amounted to R2,2 billion (2002: R2,0 billion), an increase of 11,5%. Headline earnings increased by 13,1% to R1,5 billion (2002: R1,3 billion), with headline earnings per share increasing by 9,8% to 479,0 cents per share (2002: 436,2 cents per share). If the effects of the conversion of offshore cash resources were eliminated from the results, headline earnings per share would have increased by 20,4%. A compound growth rate in headline earnings per share over the past twelve years of 27,7% per annum has been achieved. Income attributable to shareholders increased by 11,4% to R1,4 billion (2002: R1,2 billion). Total distributions to shareholders increased by 15,8% to 220,0 cents per share (2002: 190,0 cents per share). Bidvest bought back shares worth R401,3 million. This in no way reflects on the considerable prospects available to the Group. The balance sheet remains strong, with adequate funding capability to pursue opportunities as and when they arise. The Group is currently ungeared on a net basis, yet is generating returns in excess of its cost of capital. Given the right circumstances Bidvest would increase its debt to equity ratio to 40%. Fitch Ratings reaffirmed our credit rating as a AA- (zaf). BUSINESS HIGHLIGHTS BLACK ECONOMIC EMPOWERMENT Black economic empowerment (BEE) in South Africa is both a business and national imperative and considerable management resources were focused on evaluating the role of BEE within Bidvest and creating an innovative solution. In July 2003 Bidvest announced a major BEE initiative whereby Dinatla, a dedicated and credible, broad based empowerment consortium, would, subject to shareholder approval, become a 15% shareholder in the Group. The initiative is well on track and the required documentation is almost complete. We expect to implement the initiative by early November 2003, further evolving Bidvest into a truly empowered organisation. CORPORATE GOVERNANCE Good corporate governance has always been an important part of the Bidvest culture, where it is a way of life rather than a set of rules. Bidvest is one of only three South African companies included in the Dow Jones Sustainability Index, selected on the basis of strategy, innovation, financial performance and stakeholder relations. One needs to guard against restrictive corporate governance where undue administrative requirements place pressure on businesses. Notwithstanding this, Bidvest"s entrepreneurial flair is maintained within the bounds of good corporate governance. We are confident that our corporate governance meets the highest standard and will continue to contribute to sustained value creation and long-term performance. The composition and size of the Board will be reviewed in light of the recently announced BEE initiative. STRATEGIC REVIEW Bidvest is ideally positioned for growth with control over our routes to market and distribution channels. Our solid international businesses are poised for further expansion and recognised empowerment credentials will further drive local growth. The businesses are finely tuned and we have excellent management teams. Bidvest has developed and operates primarily in emerging markets, where diversification creates critical mass, providing the funds and management talent from existing operations to expand, start and fund new ventures. Management talent is cultivated by exposure to a wide variety of situations. From our diversity we build strength. Customers drive our business strategy. We continually look at our product and service offerings in light of the ever-changing customer requirements and grow and develop our businesses accordingly - extending our reach into each customer. Related diversification around common operations or functions to the same set of customers removes volume constraints imposed by the size of a given industry. The success of Bidvest"s decentralised and entrepreneurial strategy has shown that sustainable results are not only created in growing markets. Bidvest has consistently improved its performance in sometimes stagnant and often mature industries through increased efficiencies and market share growth. The Group remains acquisitive by nature and committed to expanding its distribution, services and trading strategy. Bidvest uses acquisitions not to achieve breakthrough, but rather to accelerate momentum. Finding the right acquisitions at the right price and at the right time requires skill and patience. Successful acquisitions require the insight and experience to facilitate a smooth integration. Bidvest is well known for its ability to identify underperforming assets and to achieve remarkable turnarounds. Bidvest continues to look for acquisitions in South Africa and abroad to expand our service offerings. Progress has been made in SouthAfrica in the development of our integrated service solution concept and cross-selling between Group companies, particularly through mymarket.com, is beginning to gain impetus. OPERATIONAL REVIEW THE SERVICES DIVISION The Services Division comprises Bidfreight, Bidserv and Rennies Financial Services. The division grew revenue by 11,4% to R18,3 billion (2002: R16,4 billion). Operating income at R750,5 million (2002: R718,6 million) represents a 4,4% increase. BIDFREIGHT Bidfreight"s revenue (excluding Bidcorp plc and Namsov) increased by 5,3% to R13,7 billion (2002: R12,9 billion) and operating income increased by 11,1% to R395,4 million (2002: R355,9 million). Bidfreight experienced a year where the strengthening rand/dollar exchange rate impacted the profitability of the division. Imports into South Africa have generally shown only a modest response to the strengthening currency whilst exports to the developed world are becoming less competitive and increasingly less profitable. We continue to liaise and work closely with Transnet to assist where possible to convert road traffic back to rail and to find workable solutions to the bottlenecks in the transport infrastructure, particularly in the ports. The restructuring of Portnet into the National Ports Authority and the South African Port Operations is progressing well and the division looks forward to the start of the anticipated port concessing process. Bidfreight, and in particular the terminals operations, are well positioned to benefit from concessions in its fields of expertise. BIDCORP PLC The restructuring and weaker markets, particularly in the last six months, have delayed the turnaround of Bidcorp, but significant progress, at a cost, has been made. A solid foundation, from which to move forward, has been established. BIDSERV Bidserv"s revenue increased by 15,2% to R1,7 billion (2002: R1,5 billion) and operating income increased by 24,1% to R166,7 million (2002: R134,3 million). Bidserv operates in the soft services sector of the facilities management industry and supplies a wide range of services throughout South Africa. A general move by the market to formal tender processes resulted in tougher trading conditions, particularly in the latter part of the financial year. The division"s extensive national footprint, superior service and product quality resulted in a high percentage of contract wins. Bidserv increased its market share and improved margins. RENNIES FINANCIAL SERVICES Rennies Financial Services" (Renfin) revenue increased by 20,0% to R642,1 million (2002: R534,9 million) and operating income increased by 42,2% to R156,1 million (2002: R109,7 million). It was a year of mixed fortunes for Renfin. All operations enjoyed more positive trading conditions in the first half of the year. The second half of the year was, however, marked by traveller anxieties in the lead up to the Iraqi war, which turned out to have only a minor impact on travel patterns, and the outbreak and rapid spread of the SARS virus, which had a devastating effect on global travel suppliers as much travel was postponed. Rennies Bank showed excellent growth and its short-term A2 rating was reconfirmed. A long-term BBB rating was also awarded. Notwithstanding the strength of the currency, tourist flow to South Africa continues. THE FOODSERVICE PRODUCTS DIVISION The Foodservice Products Division comprises Bidvest plc, Caterplus and Combined Foods, which are focused on the supply and distribution of foodservice products to the leisure, hospitality and catering industries. Revenue for this division grew by 6,8% to R22,6 billion (2002: R21,1 billion). Operating income increased 25,3% to R843,5 million (2002: R672,9 million). BIDVEST PLC Bidvest plc"s revenue increased by 5,3% to R19,7 billion (2002: R18,7 billion) and operating income increased by 23,5% to R569,4 million (2002: R460,9 million). UNITED KINGDOM 3663 First for Foodservice"s revenue increased by 5,4% to R15,3 billion (2002: R14,6 billion) and operating income increased by 23,5% to R457,0 million (2002: R369,7 million). The acquisition of Swithenbank is a strategically important step to building a competency platform to distribute fresh product to the foodservice marketplace, extending the products and services offered. AUSTRALASIA Bidvest Australasia"s revenue increased by 4,8% to R4,4 billion (2002: R4,2 billion) and operating income increased by 22,4% to R119,9 million (2002: R97,9 million). A number of small acquisitions were made, making the division a truly national foodservice products distributor in Australia and New Zealand. The non-core operation in Darwin, acquired as part of John Lewis, was sold. CATERPLUS Caterplus" revenue increased by 19,2% to R2,0 billion (2002: R1,7 billion) and operating income increased by 35,7% to R179,8 million (2002: 132,5 million). In the first half of the financial year the declining exchange rate gave rise to significant food inflation. At the same time the country experienced a vast improvement in the numbers of domestic and foreign tourists, which boosted the resort, hotel and restaurant sectors. In the second half of the period the strengthening rand saw a sharp decline in food prices. COMBINED FOODS Combined Foods" revenue increased by 17,4% to R852,7 million (2002: R726,1 million) and operating income increased by 18,4% to R94,2 million (2002: R79,6 million). NCP Yeast reported significantly improved results and returns for the year. Chipkins Bakery Supplies remains profitable and continues to generate pleasing returns. Crown National attributes its continued success largely to its core of dedicated, loyal, experienced and committed staff. This commitment has led to a significant improvement in profitability. THE COMMERCIAL PRODUCTS DIVISION The Commercial Products Division comprises Bidoffice, Bidpac and Voltex, which are focused on the manufacture, trading and distribution of commercial products. Revenue for the division increased by 37,9% to R7,6 billion (2002: R5,5 billion). Operating income grew 25,8% to R613,3 million (2002: R487,7 million). BIDOFFICE Bidoffice"s revenue increased by 35,0% to R4,7 billion (2002: R3,5 billion) and operating income increased by 25,5% to R393,8 million (2002: R313,7 million). The Stationery division once again performed above expectation, delivering solid returns and generating significant cash, despite pressure on the revenue line as a result of the strengthening rand. The Printing and Related division delivered an outstanding performance as evidenced by all key indicators. Satisfactory trading conditions and improved asset management did not yield the anticipated returns in the Office Automation division due to an increased incidence of bad debts and a further investment in information technology. Cash generation was, however, much improved. The Office Furniture division greatly enhanced its contribution to Bidoffice. We are pleased with the performance of Lithotech France, which in its early stages has made a profit. BIDPAC Bidpac"s revenue increased by 16,8% to R730,6 million (2002: R625,5 million) and operating income increased by 22,5% to R103,1 million (2002: R84,1 million). Bidpac produced pleasing results in a difficult and volatile market. Improved profitability and excellent asset management resulted in strong, positive cash flows and a substantial improvement on the return on funds employed. VOLTEX Voltex"s revenue increased by 55,0% to R2,1 billion (2002: R1,4 billion) and operating income increased by 29,6% to R116,4 million (2002: R89,8 million). Voltex experienced buoyant trading conditions to the end of December 2002 as a result of the renewed business confidence and the weaker rand, which encouraged foreign investment and capital expenditure. Government"s commitment to housing projects gained momentum and further boosted the division"s performance. The second half of the financial year was a period of consolidation. Cheaper imports became prevalent and facilitated the re-emergence of smaller wholesalers whose price-cutting put margins under pressure. PROSPECTS Bidvest"s strategic patience, not forcing the pace of acquisitions, has paid off in that the current difficult trading conditions have created numerous opportunities. Our BEE initiative holds enormous potential. We are excited to have been able to find such an innovative solution, which will result in the empowerment of our BEE shareholders and staff, economic benefits for suppliers, access to large tenders and the social upliftment of the communities in which we operate. Export initiatives are being developed throughout the Group, but the strengthening rand has slowed these activities. mymarket.com is an integral part of Bidvest"s technological evolution. We have responded to and are using technology with thoughtfulness and creativity, to accelerate momentum rather than create it, driven by a compulsion to turn unrealised potential into results. The restructuring of Bidcorp plc and the closure of Safcon is now behind us. We are hopeful that the underperforming businesses will make a meaningful contribution in the future. As an empowered South African business, we are poised at the point of breakthrough. Bidvest is proud of its achievements. We have a sound financial base, dedicated and capable management teams and exciting prospects. Management is budgeting for real growth. We look forward with great confidence to participating in a new era in South African business together with our empowerment partners. We are certain that Bidvest will grow both organically and acquisitively, maximising opportunities to make a lasting contribution to this country. DISTRIBUTION OUT OF SHARE PREMIUM Notice is hereby given that a distribution out of share premium of 112,0 cents per share, in lieu of a dividend, has been awarded to members recorded in the register of the Company at close of business on Friday, September 26 2003. Shareholders are advised that the last day to trade "CUM" the distribution will be Thursday, September 18 2003. The shares will trade "EX" distribution as from Friday, September 19 2003 and the record date will be Friday, September 26 2003. Share certificates may not be dematerialised or rematerialised during the period Friday, September 19 2003 to Friday, September 26 2003, both days inclusive. Payment will be made on Monday, September 29 2003. In terms of the requirements of the Companies Act, the directors confirm that after the payment of the distribution the Company will be able to pay its debts as they become due in the ordinary course of business, and its consolidated assets, fairly valued, will exceed its consolidated liabilities. In terms of article 56A of the Company"s articles of association, payments amounting to R10 or less will be aggregated and donated to the Bidvest Chairman"s Fund Trust, for distribution to charitable institutions. For and on behalf of the board B Joffe F Titi Executive Chairman Deputy Chairman August 22 2003 THE BIDVEST GROUP LIMITED ("Bidvest" or "the Group") DIRECTORS B Joffe (Executive Chairman), F Titi* (Deputy Chairman), IA Berman, MC Berzack, LG Boyle, LI Chimes, BR Chipkin*, M Chipkin, RW Graham, AM Griffith, CH Kretzmann, S Koseff*, D Masson*, LK Matisonn*, SP Ngwenya*, P Nyman, JL Pamensky*, LP Ralphs, TH Reitman* (British), FEA Robarts, DK Rosevear, AC Salomon (Alternate HL Greenstein), CE Singer, PC Steyn, R Wainer, CE Watt, PD Womersley. *Non-executive COMPANY SECRETARY MA David TRANSFER SECRETARIES Computershare Limited, 70 Dmarshall Street Johannesburg 2001, South Africa. PO Box 1053, Johannesburg 2000, South Africa. REGISTERED OFFICE Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose 2196 Johannesburg, South Africa. PO Box 87274, Houghton 2041, Johannesburg, South Africa. REGISTRATION NUMBER: 1946/021180/06 ISIN: ZAE000008132 Share code: BVT URL: www.bidvest.com Date: 25/08/2003 07:27:21 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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