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NAMPAK LIMITED - AUDITED GROUP RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2003

Release Date: 20/11/2003 14:36
Code(s): NPK
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NAMPAK LIMITED - AUDITED GROUP RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2003 NAMPAK LIMITED (Registration number 1968/008070/06) (Incorporated in the Republic of South Africa) Share Code: NPK ISIN: ZAE000004933 AUDITED GROUP RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2003 HIGHLIGHTS * Good South African performance and successful integration of acquisitions - Group revenue up 33% - Group profit from operations up 43% * Solid group performance impacted by stronger rand - Basic earnings per share up 14% - Fully diluted headline earnings per share up 4% * Strong cash flows - R2 billion cash generated from operations - Net gearing reduced to 26% * Increased value for shareholders - Return on equity increased to 19% - Dividend increase of 15% GROUP INCOME STATEMENT 2003 2002 Change Notes Rm Rm % Revenue 18 174.0 13 684.7 32.8 Continuing operations 17 494.0 13 215.0 32.4 Discontinuing 680.0 469.7 44.8 operations Profit before 1 1 801.6 1 257.0 43.3 abnormal items Net abnormal expenses 2 64.5 98.7 Profit from 3 1 737.1 1 158.3 50.0 operations Continuing operations 1 628.2 1 114.7 46.1 Discontinuing 108.9 43.6 149.8 operations Net finance costs 4 252.9 122.9 Income from 5.7 2.6 investments Profit before tax 1 489.9 1 038.0 43.5 Income tax 566.9 352.2 Profit after tax 923.0 685.8 34.6 Minority interest 19.5 28.7 Net profit for the 903.5 657.1 37.5 year Number of ordinary 640 571 640 178 shares in issue (000) Weighted average 640 444 531 237 number of ordinary shares on which headline earnings and basic earnings per share are based (000) Weighted average 642 681 534 617 number of ordinary shares on which diluted headline earnings and diluted basic earnings per share are based (000) Headline earnings per 145.4 140.9 3.2 ordinary share (cents) Basic earnings per 141.1 123.7 14.1 share (cents) Dividend per share 69.7 60.6 15.0 (cents) Fully diluted 144.9 140.0 3.5 headline earnings per share (cents) Fully diluted 140.6 122.9 14.4 earnings per share (cents) Determination of headline earnings Net profit for the 903.5 657.1 year Adjusted for: Impairment losses 9.9 86.0 Goodwill amortised 61.3 13.9 Capital restructuring 7.9 29.0 costs Net profit on sale of (2.9) (46.6) businesses, property, plant and equipment Capital equipment (74.6) - damage profit Loss on re- 7.8 4.5 organisation of debt Tax effects 18.4 4.5 Headline earnings for 8 931.3 748.4 24.4 the year Note: September 2002 headline earnings calculation has been restated as set out in Note 8 to comply with revised SAICA Circular 7/2002 - Headline Earnings. GROUP STATEMENT OF CHANGES IN EQUITY 2003 2002
Notes Rm Rm Equity at beginning of year 4 785.8 2 627.6 Defined benefit funds not 6 - (29.0) previously recognised Changes in capital 2.3 1 673.8 Share capital - 6.5 Share premium on new issue and 2.3 1 667.3 odd-lot buyback Changes in non-distributable (479.9) 136.3 reserves (Decrease)/increase in foreign (463.8) 136.3 currency translation reserve Hyperinflation capital (16.1) - adjustment Changes in accumulated profit 546.9 377.1 Attributable profit for the year 903.5 657.1 Ordinary shares - dividends (409.4) (282.9) Preference shares - dividends (0.1) (0.1) Negative goodwill recognised 71.9 - directly in equity Change in accounting policy 7 (19.0) - Goodwill reversal - 6.2 Subsidiaries not previously - (3.2) consolidated Equity at end of year 4 855.1 4 785.8 GROUP BALANCE SHEET 2003 2002 Notes Rm Rm
Assets Non-current assets 5 430.5 6 372.0 Property, plant and equipment 4 255.7 5 075.8 Goodwill and other intangibles 1 092.3 1 145.8 Investments 82.5 150.4 Current assets 5 643.7 6 872.7 Inventories 2 051.8 2 142.7 Trade and other receivables 2 843.4 3 116.4 Bank balances, deposits and 5 748.5 1 613.6 cash Total assets 11 074.2 13 244.7 Equity and liabilities Capital and reserves 4 855.1 4 785.8 Capital 2 033.7 2 031.4 Non-distributable reserves (294.9) 185.0 Accumulated profits 6 3 116.3 2 569.4 Minority interest 6 92.7 100.2 Non-current liabilities 1 771.8 2 357.3 Interest-bearing debt 5 1 289.0 1 879.1 Net long-term retirement 6 147.8 106.7 benefit obligation Net deferred tax liabilities 6 335.0 371.5 Current liabilities 4 354.6 6 001.4 Trade and other payables 3 231.8 3 920.8 Interest-bearing debt 768.5 1 897.3 Net tax liabilities 354.3 183.3 Total equity and liabilities 11 074.2 13 244.7 Total borrowings:total 42% 77% shareholders" funds Net borrowings:total 26% 44% shareholders" funds Total liabilities:total 114% 161% shareholders" funds Net worth per ordinary share 758 748 (cents) calculated on number of ordinary shares in issue of 640 571 091 (2002: 640 178 086) Tangible net worth per ordinary 587 569 share (cents) calculated on number of ordinary shares in issue of 640 571 091 (2002: 640 178 086) ABRIDGED GROUP CASH FLOW STATEMENT 2003 2002
Note Rm Rm Cash generated from operations 2 006.9 1 766.5 Net finance costs (252.9) (122.9) Income from investments 5.7 2.6 Tax paid (367.9) (299.0) Cash available from operations 1 391.8 1 347.2 Dividends paid (410.8) (308.8) Retirement benefit contributions (44.1) (14.0) Net cash inflow from operating 936.9 1 024.4 activities Net cash outflow from investing (628.1) (939.4) activities Net cash inflow before financing 308.8 85.0 activities Net cash outflow from financing (290.9) (463.4) activities Net increase/(decrease) in cash 17.9 (378.4) and cash equivalents Cash and cash equivalents at 121.9 408.3 beginning of year Translation of cash in foreign (122.6) 92.0 subsidiaries Cash and cash equivalents at end 5 17.2 121.9 of year NOTES 2003 2002 Change Rm Rm % 1. Profit before abnormal items South Africa 1 400.5 1 068.6 31.1 Africa 99.4 20.9 375.6 Europe 301.7 167.5 80.1 1 801.6 1 257.0 43.3 2. Net abnormal expenses Retrenchment costs 48.1 15.8 Restructuring costs 10.9 36.2 Impairment losses 10.0 86.0 Net profit on disposal (13.6) (44.7) of property Net loss on disposal of 0.9 0.9 businesses Loss on re-organisation 7.8 4.5 of debt Net monetary adjustment 5.4 - - hyperinflation Financial instruments 48.5 - fair value adjustment FEC costs on plant and 21.1 - equipment Capital equipment damage (74.6) - profit 64.5 98.7
3. Profit from operations South Africa 1 398.4 977.2 43.1 Africa 95.4 20.9 356.5 Europe 243.3 160.2 51.9 1 737.1 1 158.3 50.0 4. Net finance costs Interest paid (339.5) (283.7) Interest received 86.6 160.8 (252.9) (122.9) 5. Cash and cash equivalents Interest-bearing debt (2 057.5) (3 776.4) Less: long-term 1 289.0 1 879.1 liabilities Less: short-term portion 37.2 405.6 of long-term liabilities Bank balances, deposits 748.5 1 613.6 and cash 17.2 121.9 6. Restatement of comparatives During the year certain defined benefit funds were identified that were not recognised on adopting AC 116 - Employee Benefits in the previous year. The effect of recognising these funds on the prior year balance sheet is as follows: Opening accumulated profit 2 598.4 as previously stated Defined benefit funds not (42.2) previously recognised Deferred tax 12.7 Minority interest 0.5 Accumulated profit as 2 569.4 restated The effect on the prior and current year income statement is immaterial 7. Change in accounting policy The aggregate effect of the change in accounting policy on net profit for the year ended 30 September 2003 is as follows: Financial instruments (48.5) fair value adjustment Normal tax 15.4 (33.1) The aggregate effect of the change in accounting policy on the opening accumulated profit is as follows: Financial instruments fair (25.0) value adjustment Normal tax 6.0 (19.0) 8. Reconciliation of headline earnings Headline earnings as previously stated 736.2 Revised Circular 7/2002 adjustment: Provision for 12.2 retrenchments Headline earnings as 748.4 restated 9. Detailed disclosures Depreciation 715.4 556.5 Capital expenditure 884.4 784.4 - expansion 442.8 391.7 - replacement 441.6 392.7 Capital commitments 459.0 540.1 - contracted 222.2 174.2 - approved not 236.8 365.9 contracted Lease commitments 514.6 591.7 - land and buildings 427.9 508.3 - other 86.7 83.4 Contingent liabilities* 146.3 147.9 * Included in these numbers is a put option in favour of Fasic Africa (Pty) Ltd for R126m exercisable if Kimberly-Clark Corporation USA exits South Africa before 31 March 2004 subject to certain exit conditions and guarantees in respect of certain property leases of R17m. COMMENTS NAMPAK PROFILE Nampak is the largest and most diversified packaging manufacturer in Africa with operations in the United Kingdom and Europe. It produces packaging products from metal, glass, paper and plastics, is a major manufacturer and marketer of tissue products, and has a significant position in the paper merchanting market. The group operates from manufacturing sites in South Africa, Kenya, Malawi, Mozambique, Namibia, Nigeria, Swaziland, Tanzania, Zambia, Zimbabwe, the United Kingdom, Belgium, France, Holland, Ireland and Italy, and also exports to many countries worldwide. The group is actively engaged in the collection and recycling of all forms of used packaging. NamITech provides secure business solutions to customers in the telecommunications and financial services industries and to large corporates. KEY INVESTMENT ACTIVITIES IN 2003 On 17 October 2002, M.Y. Holdings acquired Gallagher Printers Limited of Ireland for R40 million. Gallagher is a niche specialist in cartons, leaflets and commercial printing for the Healthcare industry. In October 2002, Pamodzi Investment Holdings, an empowerment company, acquired 28% of NamITech through its subsidiary Clidet No. 426 (Pty) Limited. As part of the combined transaction, NamITech acquired the minority interests in Integrated Card Technology and NamITprepaidz. Nampak subscribed for redeemable preference shares in Clidet as part of the funding mechanism to assist Pamodzi to make the acquisition and Nampak"s resultant shareholding in NamITech decreased to 51.08%. Clidet has been consolidated in terms of AC 412. On 7 May 2003, Nampak reached agreement to sell its interest in NamITech to Allied Technologies Limited for a total consideration of R522.5 million, subject to the approval of the competition authorities. NamITech has been shown as a discontinuing operation in the income statement. The PET business in Spain and the protective clothing business in the United Kingdom were sold for a total consideration of R150 million in March 2003. On 30 July 2003, Disaki Cores and Tubes (Pty) Limited was incorporated as a black economic empowerment partnership. Nampak"s Cores and Tubes business was sold as a going concern to Disaki on 1 September 2003. GROUP FINANCIAL REVIEW The past year has been a difficult one for both the South African and European economies. Nampak has felt the impact of the strong rand through the translation effect on European earnings, the slowing-down of direct and indirect exports and the effect of applying AC 133 - Financial Instruments: Recognition and Measurement. A major focus for 2003 has been one of consolidating and integrating the Malbak and Crown Africa businesses into Nampak. This process has proceeded well and the results of these two businesses are incorporated for a full year, as compared to two months in the last financial year. Group revenue increased by 33% to R18.2 billion and operating profit before abnormal items grew by 43% to R1.8 billion with the operating margin improving to 9.9% from 9.2% in 2002. The abnormal items consist of restructuring and retrenchment costs, the sale of the Spanish business and the protective clothing business in the United Kingdom, adjustments in respect of applying hyperinflation to the Zimbabwe operations, fair value adjustments to financial instruments in terms of AC 133 and profit from the material damages claim as a result of the fire at the Glass operation. Net financing costs increased as a result of the borrowings acquired with the acquisitions last year, the repatriation of interest rate hedge instruments and the high interest rates in South Africa which prevailed for most of the financial year. Interest cover, however, remains strong at 7 times. The group"s effective tax rate is 38% due mainly to the amortisation of goodwill, disallowable expenses, STC and the Zimbabwean hyperinflation adjustments, all of which reduced the reported profit. After adjustment for these factors the effective tax rate would be 29.6%. Attributable earnings rose 38% to R904 million and, with the additional shares issued to fund the Malbak transaction, basic earnings per share increased by 14%. Fully diluted headline earnings per share increased by 4% as recalculated on the revised basis required by the SAICA Circular 7/2002 which came into effect from December 2002 (revised March 2003) and taking into account the increased number of shares in issue. The balance sheet continues to strengthen, with operating cash flow of R2 billion and net gearing improving from 44% in 2002 to the current 26%. SEGMENTAL REVIEW Geographical Analysis Revenue Profit from Margin %
operations Rm 2003 2002 2003 2002 2003 2002 South Africa 12 648 10 453 1 399 977 11.1 9.3 Rest of 698 206 95 21 13.6 10.2 Africa Europe 5 262 3 256 243 160 4.6 4.9 Intergroup (434) (230) eliminations Total 18 174 13 685 1 737 1 158 9.6 8.5 The South African economy grew by 2% but demand for non-durable consumer products continued to lag. In the early part of the year the weaker rand contributed to good volume growth but, as the currency strengthened, both direct and indirect exports declined. Imports of finished products also increased. Volume growth of 2% for South African packaging products in the first half declined to minus 2.5% in the second half, culminating in negative growth of 0.5% for the year. In the Rest of Africa the Crown acquisitions, and the inclusion of Zimbabwe, which has been consolidated following a revision of the restrictions placed on these businesses, have contributed to growth. The European packaging markets in which Nampak participates are still to benefit from industry consolidation and continue to experience fierce competition and margin pressure. Despite this our businesses are well run and performance was at expected pound sterling levels. SEGMENTAL ANALYSIS Metals & Glass Revenue Profit from Margin % operations Rm 2003 2002 2003 2002 2003 2002 Africa 4 483 3 766 623 430 13.9 11.4 In April a fire severely damaged Furnace 2 of the Glass plant rendering it out of production for 7 months. The damage is covered by insurance and the new furnace came into production during October. An abnormal gain on the capital equipment claim has increased the operating margin in the current year. Demand for beverage cans continued to fall and the stronger rand had a negative effect on indirect exports. Iscor significantly increased its historically low price of beverage can tinplate, however a reduction in aluminium prices enabled beverage can selling price increases to be held below inflation. 2003 was one of South Africa"s best fruit seasons and this, together with better fishing catches, increased the demand for food cans. Paper Revenue Profit from Margin % operations Rm 2003 2002 2003 2002 2003 2002 Africa 5 491 4 507 452 378 8.2 8.4 Europe 2 882 571 211 39 7.3 6.8 Total 8 373 5 078 663 417 7.9 8.2 Printpak and Kohler Carton & Print were successfully merged, with market shares being retained and anticipated benefits being delivered. The stronger rand put pressure on export margins and raw material costs increased at double-digit levels following the decline of the rand in the previous year. Demand for corrugated boxes in South Africa was strong in the first quarter of the year but then fell away quite markedly, leaving volumes down on last year. Nevertheless an improved performance was achieved through better utilisation of raw materials and efficient cost management. In Europe, the folding cartons market continued to be highly competitive and, although some industry consolidation took place, pressure remained on selling prices. Market share was gained in some segments and, together with productivity improvement initiatives, contributed to results in pound sterling being ahead of expectations. Plastics Revenue Profit from Margin % operations Rm 2003 2002 2003 2002 2003 2002 Africa 2 693 1 916 243 149 9.0 7.8 Europe 2 137 2 544 23 115 1.1 4.5 Total 4 830 4 460 266 264 5.5 5.9 The integration of the Malbak Flexibles businesses was successfully managed and market shares were retained. Demand for HDPE and PET bottles was buoyant and contributed to good growth for plastics. Demand for shopping bags fell by 85% following the implementation of new legislation on shopping bags and the agreement by retailers to charge consumers for thicker bags. Polyfoil was not viable at this volume and has been downsized. The dairy in-plant programme in the United Kingdom was completed and contributed to a satisfactory performance in pound sterling, however the general plastic containers market showed little growth and margins continued under pressure. Abnormal costs of R64m were incurred as a result of restructuring the Leicester operation, the sale of the Spanish and protective clothing businesses and the costs of re-organising the offshore debt. NamITech Revenue Profit from Margin %
operations Rm 2003 2002 2003 2002 2003 2002 Africa 680 470 109 44 16.0 9.4 Strong demand continued in the mobile telecommunications industry and contracts have been secured with most of South Africa"s banking groups for the supply of EMV chip cards. Benefits from the implementation of the ERP system flowed through during the year with savings throughout the supply chain resulting in operating profit increasing faster than revenue. Group services Revenue Profit from operations Rm 2003 2002 2003 2002 Africa 67 (3) Europe 242 141 9 6 Intergroup (434) (230) eliminations Total (192) (89) 76 3 Group services comprise head office activities, procurement, treasury and property rental. The current year"s results predominantly consist of profit from property rental which has been reduced to some extent by foreign exchange losses incurred by treasury on covered positions. The prior year includes the impairment of the Zimbabwean investment. ACCOUNTING POLICIES The group prepares its annual financial statements in accordance with South African Statements of Generally Accepted Accounting Practice and as such are consistent with the previous year except for the adoption of AC 133 - Financial Instruments: Recognition and Measurement. Comparatives are not restated for the effects of this standard. COMPARATIVE FIGURES Comparative figures have been restated to show the effect of the inclusion of retirement benefit funds not previously recognised and the effect of applying revised SAICA Circular 7/2002 on headline earnings. AUDITED RESULTS The results have been audited by Deloitte & Touche and their unqualified audit opinion and the annual financial statements are available for inspection at the registered office of the company. The annual report will be posted to shareholders in December. DIRECTORATE Mr GE Bortolan, formerly Group Managing Director, was appointed Chief Executive Officer effective from 1 August 2003. With effect from 1 October 2003, the following changes to the board have taken place: Mr T Evans, formerly Executive Chairman, became Non-Executive Chairman. Mr RP Becker, who was appointed an alternate director on 15 January 2003 with the title of Finance Director Designate, has been appointed Executive Director Finance in the place of Mr JWC Sayers who relinquished his role as Executive Director Finance. Mr Sayers will remain with Nampak in a senior financial role. Mr CJ Miller, an alternate director of Nampak Limited and the previous Chief Executive Officer of Kohler Packaging Limited, elected to retire on 30 September 2003. Messrs PA De Weerdt and ADS Morais stepped down as alternate directors on 30 September 2003 in order to streamline the executive participation on the board and in line with corporate governance best practice relating to the balance between the number of executive and non-executive directors. Both Messrs De Weerdt and Morais will continue in senior positions within Nampak. PROSPECTS The suspensive conditions relating to the NamITech disposal to Altech are not expected to be fulfilled before the end of 2003. Recent cuts in interest rates will result in higher disposable income for consumers. Some of which is likely to be spent on non-durable consumer products leading to increased demand for packaging. However, the strength of the rand continues to make conditions difficult for the group and is an impediment to increasing export sales. Operating conditions, which were particularly favourable for some of the businesses in 2003, may not be as strong in the year ahead. Higher-than- inflation wage increases and the costs incurred in the major ERP system implementation under way, will impact adversely on profitability. Conditions in Europe are forecast to remain tough and both revenue and profit growth is expected to be difficult. Cash generation should remain strong and borrowings in South Africa are anticipated to be substantially reduced by the end of next year. It is expected that the year ahead will be challenging and it will be difficult to achieve real earnings growth. However, a number of initiatives are being undertaken that will have a positive impact on future earnings. DECLARATION OF ORDINARY DIVIDEND NO. 70 The group is maintaining a conservative dividend policy, with an increase in dividends over last year of 15% and a cover of 2.02 times. Notice is hereby given that a final ordinary dividend No. 70 of 47.2 cents per share (2002: 41.0 cents) has been declared in respect of the year ended 30 September 2003, payable to shareholders recorded as such in the register at the close of business on the record date, Friday 9 January 2004, making a total distribution for the year of 69.7 cents (2002: 60.6 cents). The last day to trade to participate in the dividend is Friday 2 January 2004. Shares will commence trading "ex" dividend from Monday 5 January 2004. The important dates pertaining to this dividend are as follows: Last day to trade ordinary shares "cum" dividend Friday 2 January 2004 Ordinary shares trade "ex" dividend Monday 5 January 2004 Record date Friday 9 January 2004 Payment date Monday 12 January 2004 Ordinary share certificates may not be dematerialised or re-materialised between Monday 5 January 2004 and Friday 9 January 2004, both days inclusive. On behalf of the board T Evans G E Bortolan Chairman Chief Executive Officer 20 November 2003 Non-executive directors: T Evans (Chairman), PL Campbell*, BP Connellan, DA Hawton*, MM Katz*, KM Mokoape*, ML Ndlovu*, MH Visser*, RA Williams*. *Independent Executive directors: GE Bortolan (Chief Executive Officer), RP Becker, N Cumming, AS Lang (British), AM Marthinusen, JA Monks, (British), RG Tomlinson. Secretary: NP O"Brien. Registered office: Nampak Centre, 114 Dennis Road, Atholl Gardens, Sandton 2196, South Africa. P O Box 784324, Sandton 2146, South Africa. Telephone: +27 11 719-6300 Share registrars: Computershare Limited, 70 Marshall Street, Johannesburg 2001, South Africa. P O Box 61051, Marshalltown 2107, South Africa. Telephone: +27 11 370-5000 Website: www.nampak.com Joint sponsors Lead sponsor: UBS Sponsor: Cazenove SUPPLEMENTARY INFORMATION AC 133 has impacted on the group results through the fair value of financial instruments and the cost of forward cover on fixed assets purchased during the year. The application of this standard resulted in the reporting of headline earnings per share growth being reduced from 9% to 4%. Impact on segmental information AC 133 fair Profit from Abnormal value operations adjust-
ments as reported items 2003 2002 2003 2002 2003 Rm Rm Rm Rm Rm
Metals & Glass Africa 623 430 (66) (1) 17 Paper Africa 452 378 18 28 Europe 211 39 4 (7) Plastics Africa 243 149 3 10 11 Europe 23 115 64 7 NamITech Africa 109 44 (1) 1 2 Group services Africa 67 (3) (27) 82 Europe 9 6 (2) Total 1 737 1 158 (5) 99 49 Profit Margins before before abnormal
abnormal items items FEC costs on fixed
assets 2003 2003 2002 2003 2002 Rm Rm Rm % % Metals & Glass Africa 20 594 429 13.3 11.4 Paper Africa 499 379 9.1 8.4 Europe 209 39 7.2 6.9 Plastics Africa 1 257 158 9.6 8.3 Europe 87 122 4.1 4.8 NamITech Africa 110 45 16.1 9.5 Group Services Africa 40 79 Europe 6 6 Total 21 1 802 1 257 9.9 9.2 Basis of calculation Abnormal items are defined as items of income and expenditure which do not arise from normal trading activities or are of such a size, nature or incidence that their disclosure is relevant to explain the performance for the year. The fair value adjustments under AC 133 are all calculated using the "mark-to- market" methodology. Forward exchange contract costs on fixed assets are calculated as the difference between the spot rate on the date risks and rewards of ownership on the underlying transaction pass and the forward rate per the financial instrument. The presentation to be made to the Investment Analysts Society of South Africa on 20 November 2003 will be available on the company"s website. Date: 20/11/2003 02:36:31 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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