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THE BIDVEST GROUP LIMITED - RESULTS FOR THE HALF YEAR ENDED 31 DECEMBER 2003

Release Date: 23/02/2004 07:04
Code(s): BDEO BVT
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THE BIDVEST GROUP LIMITED - RESULTS FOR THE HALF YEAR ENDED 31 DECEMBER 2003 THE BIDVEST GROUP LIMITED Registration Number: 1946/021180/06 ISIN: ZAE000050449 Share Code: BVT URL: www.bidvest.com CURRENCY STRENGTH BLUNTS GOOD TRADING PERFORMANCE FROM BIDVEST HIGHLIGHTS - Margins improved to 5,1% from 4,6% - Headline earnings per share increased by 2,0% to 248,0 cents - Operating income pre-translation losses up 1,4% to R1,14 billion - Revenue down 9,6% to R22,2 billion - Bidvest plc headline earnings up 22% in sterling but down 8% in rand terms - 8% organic growth in operating income for domestic operations - Distribution per share increased by 5% to 113,4 cents Overview Improved operating margins and an otherwise good trading performance helped Bidvest mitigate the effects of a rampant rand for the six months to 31 December 2003. The Group"s operating margins improved to 5,1% from 4,6%. Stripping out the Group"s offshore businesses and the effects of currency translations, Bidvest"s domestic businesses delivered organic operating income growth of 8%. "This is satisfactory given the weaker economic environment prevalent for much of the second half of 2003," says chairman Brian Joffe. Cash generation from the underlying businesses remains strong. The Group remains in a net ungeared position, with ample capacity to fund current and future acquisitions. The Group reported a 2% increase in headline earnings per share to 248,0 cents for the period. The major cause of the slowdown was due to the drag created by the strong rand. The Group earns approximately a quarter of its operating profit outside southern Africa, principally in the UK and Australasia. "The rand has appreciated 25% against sterling since the previous interim period in 2002," says chairman Brian Joffe. "Provided we do not see the same level of currency volatility going forward, our financial results in the second half should better reflect the trading performance of our underlying businesses." The impact of the strong rand was not confined to the offshore businesses. Many of Bidvest"s domestic operations experienced deflationary margin pressure and revenue on the foreign currency denominated businesses declined appreciably, most notably Safcor Panalpina adds Joffe. Black Economic Empowerment Dinatla Investment Holdings (Pty) Limited, the black empowerment consortium, acquired 15% of Bidvest following shareholders" approval of the deal in November 2003. BEE ownership of Bidvest has now increased to approximately 35%. As part of the initiative, Bidvest has appointed three consortium members to the board as non-executive directors. In addition, a number of Historically Disadvantaged Individuals have been employed as senior divisional executives. Bidvest management is committed to transformation and the board is constituting a Transformation Committee to oversee the process which will encompass all the elements of the recently promulgated Broad Based Black Empowerment Act. Acquisition of McCarthy Limited Bidvest announced on November 5 2003 that, subject to the fulfilment of certain conditions precedent, it had agreed to purchase the McCarthy shares held by a consortium of banks and to make an offer to acquire all the ordinary stated capital of McCarthy Limited. McCarthy shareholders holding in excess of 98% of the ordinary shares have accepted the offer by Bidvest and it is the intention of Bidvest to compulsorily acquire the remaining minority shareholders interests. McCarthy will be consolidated into the Group"s results with effect from January 2004. Prospects Joffe says management is confident that at current exchange rates, the impacts of the deflationary pressures experienced by many of the Group"s operations are largely behind them. Based on the current economic conditions, management is budgeting for real growth in headline earnings per share for the full year to June 30 2004 excluding McCarthy"s, which will further bolster Bidvest"s performance. The Services Division The Services Division comprises Bidfreight, a leading freight management group in southern Africa; Bidserv, operating in the outsourcing market for cleaning, laundry, security and other services; and Rennies Financial Services, southern Africa"s leading travel-related financial services group. Bidfreight Terminals, which operates storage terminals and container depots at South African ports and inland locations, performed well reporting a 23% increase in operating income. The results reflect strong commodity export growth out of Durban, underpinned by contracts entered into by South African exporters. This business accounts for the largest portion of Bidfreight"s operating income. International Forwarding"s performance was negatively impacted by the strong rand, as a large portion of its revenue is linked to the foreign currency value of imports. Lower domestic interest rates also impacted the financial results, as the business also finances client disbursements. Joffe says management coped well under difficult circumstances. Bidcorp plc, Bidvest"s 57% owned London Stock Exchange listed subsidiary which provides services to the automotive, shipping and property sectors, had a difficult trading period characterised by intense competition and margin pressure. Joffe says management focus is now on operating efficiencies, increased capacity utilisation and achieving greater turnover. Bidserv traded well with operating income up 25%. Demand for outsourced cleaning and hygiene services provided by the Prestige Group and Steiner Hygiene remain buoyant, supported by a growing blue-chip client base and steady annuity income. Magnum Security had a difficult period, which is symptomatic of conditions throughout the security industry. Margins are substantially below levels of two years ago, the result of over-trading and low barriers to industry entry. Renfin"s Travel operations performed well in flat travel market conditions, reporting a 25% gain in operating income. Rennies Bank suffered from the slowdown in inbound tourism, which impacted demand for its foreign exchange services, resulting in a substantial drop in operating income. The Foodservice Products Division This division comprises Bidvest plc, the Group"s offshore foodservice company listed on the Luxembourg and Australian Stock Exchanges; Caterplus, a distributor of food products to the catering, hospitality and leisure industries; and Combined Foods, which manufactures and distributes a range of products to the bakery, meat and food processing industries. Bidvest plc posted an excellent 22% rise in headline earnings per share to 8,72 pence. Converted back to rand, however, the results show a decline of 8%. Operating income rose 24% to GBP24,7 million on a 14% gain in revenue to GBP785,8 million. Bidvest plc in this period accounted for about 41% of The Bidvest Group"s revenue and 25% of its operating income. The results were buoyed by higher margins, the result of an ongoing focus on cost containment and improvements in operational efficiencies. In the Caterplus business, Catering Supplies delivered a 12% rise in operating income in what were difficult trading conditions, characterised by weaker demand from the hospitality sector and currency-induced deflationary pressures in key product lines. These deflationary pressures are expected to ease going forward. The Frozen Foods operation managed to hold market share and volume sales remain brisk, however, profitability was impacted due to a relatively poor festive season in the hospitality sector coupled with the aforementioned deflationary pressures. There was a decline in value of major imported foodstuffs. Speciality, a distributor of imported and locally produced luxury foods, traded well, reporting a 4% gain in operating income. This was achieved despite intense competition from opportunistic importers. Vulcan-Caars reported a material decline in operating income, primarily due to declining domestic demand and competition. Trading conditions should improve over the next six months as the business benefits from several large international orders. In Combined Foods, both Crown National and Chipkins Bakery Supplies performed well with both businesses benefiting from improved efficiencies and expanded margins. The Commercial Products Division This division comprises Bidoffice, which supplies, manufactures and distributes office supplies and consumables; Bidpac, a supplier of packaging and stationery products; and Voltex, South Africa"s pre-eminent distributor and wholesaler of electric cable and accessories. The Bidoffice Stationery division was adversely affected by lower margins due to the strength of the rand, although sales volumes remained strong. Office Automation had a good trading period, bolstered by the acquisition of Oce Printing Systems. Office Furniture performed well and exceeded budget for the period. Lithotech, the backbone of the Printing division, had an excellent six months benefiting from improved margins and a better sales mix. Lithotech France, which manufactures and distributes business forms, reported a loss, impacted by poor sales growth and a sluggish European economy. Many of the contract tenders which the business was precluded from gaining when it was in liquidation are coming up again which should assist in its turnaround. Bidpac reported operating income of R65 million, on par with the previous interim results. All businesses in this division suffered from the general destocking in the industry as customers moved to take advantage of more frequent price reductions. Buffalo Executape and Ramset achieved good results without sacrificing margins or profitability. Silveray increased market share in the commercial stationery sector. Voltex"s cable and wire business experienced price deflation and squeezed margins. Pricing pressure was less evident in the non-cable business, where volumes remained largely unaffected. The anticipated benefits from a number of infrastructural projects did not materialise due to delays in implementation. Distribution A distribution of 113,4 cents per share has been awarded. Issued on behalf of: The Bidvest Group Limited By: Cleardistinction Communications Bidvest Contacts: Brian Joffe (Chairman) Tel: (011) 772-8704 David Cleasby (Investor Relations) Tel: (011) 772-8706 Consultancy Contact: Carol Dundas Tel: (011) 444-0650 Mobile: 083 447-6648 The BidVest Group Limited Results for the half-year ended December 31, 2003 Highlights - Margins improved to 5,1% from 4,6% - Headline earnings per share increased by 2,0% to 248,0 cents - Operating income pre-translation losses up 1,4% to R1,14 billion - Revenue down 9,6% to R22,2 billion - Bidvest plc headline earnings up 22% in sterling but down 8% in rand terms - 8% organic growth in operating income for domestic operations - Distribution per share increased by 5% to 113,4 cents - BEE equity ownership increased to approximately 35% Consolidated statements of Income for the half year ended December 31 Half year ended Year ended
December 31 June 30 2003 2002 Percentage 2003 R"000 Unaudited Unaudited change Audited Revenue 22 211 643 24 565 364 (9,6) 47 073 375 Operating income 1 132 873 1 128 347 0,4 2 244 121 Operating income before translation effects 1 140 120 1 124 621 1,4 2 259 197 Translation gains (losses) (7 247) 3 726 (15 076) Amortisation of goodwill (35 532) (22 449) (64 887) Net capital items (13 924) (877) (61 548) Net finance expense (52 898) (36 865) (110 982) Income before taxation 1 030 519 1 068 156 (3,5) 2 006 704 Taxation (289 271) (299 607) (557 148) Income after taxation 741 248 768 549 (3,6) 1 449 556 Income from associates 9 308 15 921 30 328 Trading profits 9 440 16 078 31 568 Share of capital items and amortisation in associates (132) (157) (1 240) Outside shareholders" interest (44 218) (52 158) (97 576) Income attributable to shareholders 706 338 732 312 (3,5) 1 382 308 Number of shares in issue (weighted 000) 302 085 310 402 308 116 Headline earnings per share (cents) 248,0 243,2 2,0 479,0 Earnings per share (cents) 233,8 235,9 (0,9) 448,6 Distribution per share (cents)* 113,4 108,0 5,0 220,0 Headline earnings The following adjustments to income attributable to shareholders were taken into account in the calculation of headline earnings: Income attributable to shareholders 706 338 732 312 1 382 308 Net amortisation of goodwill 33 928 20 543 61 449 Amortisation of goodwill 35 532 22 449 64 887 Outside shareholders" interest (1 604) (1 906) (3,438) Net loss on disposal and discontinuance of businesses 11 146 3 285 11 626 Loss on disposal and discontinuance of usinesses 17 133 3 285 36 130 Tax relief (5 530) - (16 017) Outside shareholders" interest (457) - (8 487) Net loss (surplus) on disposal of fixed assets (2 474) (1 391) 19 233 Loss (surplus) on disposal of fixed assets (3 209) (2 408) 25 418 Tax charge (relief) 369 - (7 385) Outside shareholders" interest 366 1 017 1 200 Share of capital items and amortisation in associates 132 157 1 240 Headline earnings 749 070 754 906 (0,8) 1 475 856 Rand/Sterling exchange rates Opening rate 12,457 15,905 (21,7) 15,905 Closing rate 11,826 13,860 (14,7) 12,457 Average rate 11,718 15,614 (25,0) 14,288 *Includes distribution from share premium. Statements of changes in shareholders" interest for the half year ended december 31 Half year ended Year ended December 31 June 30 2003 2002 2003
R"000 Unaudited Unaudited Audited Shareholders" interest at the beginning of the period 5 412 659 5 563 617 5 563 617 Share capital issued (153) (51) (427) - in terms of the share incentive scheme - 35 62 - repurchase of shares by subsidiary (153) (86) (489) Share premium arising on shares issued (467 419) (52 922) (537 993) - in terms of the share incentive scheme 112 21 240 31 780 - refund of share premium to shareholders (350 643) - (168 797) - net repurchase of shares by subsidiary ( 116 888) (74 099) (400 844) - share issue costs - (63) (132) Movement in foreign currency translation reserve (85 467) (306 297) (474 927) Movement in retained income 705 069 394 843 862 389 - income attributable to shareholders 706 338 732 312 1 382 308 - net dividends and capitalisation issues - (309 830) (475 284) - secondary tax on companies (1 269) (27 639) (44 635) Shareholders" interest at the end of the period 5 564 689 5 599 190 5 412 659 Consolidated Balance sheets at December 31 December 31 June 30 2003 2002 2003 R"000 Unaudited Unaudited Audited Assets Non-current assets 5 014 424 4 889 800 4 927 958 Fixed assets 3 594 415 3 474 061 3 493 246 Intangible assets 697 524 667 229 689 218 Deferred taxation 238 429 199 229 219 340 Investments and advances 376 826 374 471 384 072 Banking and other advances 107 230 174 810 142 082 Current assets 9 740 338 9 764 886 9 643 424 Other current assets 7 544 943 7 818 756 7 282 863 Liquid funds 2 195 395 1 946 130 2 360 561 Total assets 14 754 762 14 654 686 14 571 382 Equity and liabilities Capital and reserves 6 247 422 6 335 140 6 103 451 Shareholders" interest 5 564 689 5 599 190 5 412 659 Outside shareholders" interest 682 733 735 950 690 792 Non-current liabilities 1 032 211 436 139 1 007 749 Deferred taxation 111 853 164 734 115 824 Post-retirement obligations 182 075 182 701 190 179 Long-term portion of interest-bearing borrowings 682 361 70 032 665 583 Banking liabilities 55 922 18 672 36 163 Current liabilities 7 475 129 7 883 407 7 460 182 Other current liabilities 6 179 311 6 533 993 6 794 077 Current portion of interest-bearing borrowings 1 295 818 1 349 414 666 105 Total equity and liabilities 14 754 762 14 654 686 14 571 382 Number of shares in issue (000) 299 632 310 526 302 679 Net tangible asset value per share (cents) 1 624 1 588 1 561 Consolidated Cash flow statements for the half year ended December 31 Half year ended Year ended December 31 June 30
2003 2002 2003 R"000 Unaudited Unaudited Audited Cash flow from operating activities 288 363 (119 730) 1 506 715 Operating income net of capital items 1 118 949 1 127 470 2 182 573 Depreciation and other non-cash items 360 508 348 795 746 026 Changes in working capital (815 593) (941 766) (261 904) Cash generated by operations 663 864 534 499 2 666 695 Net finance expense (52 898) (36 865) (110 982) Taxation paid (306 452) (277 656) (521 492) Dividends paid - Company - (311 892) (475 284) - subsidiaries (16 151) (27 816) (52 222) Cash effects of investment activities (625 031) (596 856) (1 167 628) Net additions to fixed assets (495 846) (439 726) (991 232) Net additions to intangible assets (6 230) 1 564 (8 442) Net acquisition of subsidiaries, businesses, associates and investments (122 955) (158 694) (167 954) Cash effects of financing activities (411 873) (138 334) (70 234) Proceeds from shares issued - Company 112 21 212 31 710 - subsidiaries 765 5 693 7 670 Purchase of treasury shares (117 041) (74 185) (401 333) Distribution of share premium to shareholders (350 643) - (168 797) Net borrowings raised (repaid) 54 934 (91 054) 460 516 Net increase (decrease) in cash and cash equivalents (748 541) (854 920) 268 853 Net cash and cash equivalents at the beginning of the period 2 220 344 2 202 331 2 202 331 Currency adjustments (46 206) (154 808) (250 840) Net cash and cash equivalents at the end of the period 1 425 597 1 192 603 2 220 344 Net cash equivalents are made up as follows: Cash on hand and in the bank 2 195 395 1 946 130 2 360 561 Bank overdrafts shown as current portion of interest-bearing debt (769 798) (753 527) (140 217) 1 425 597 1 192 603 2 220 344 Segmental analysis for the half year ended December 31 Half year ended Year ended December 31 June 30 2003 2002 Percentage 2003 R"000 Unaudited Unaudited change Audited Revenue The Services Division 8 270 884 9 398 787 (12,0) 18 292 281 Bidfreight 6 155 817 7 015 740 (12,3) 13 676 421 Bidcorp plc 754 745 1 113 447 (32,2) 1 956 688 Namsov Fishing 111 142 122 132 (9,0) 282 107 Bidserv 932 810 833 433 11,9 1 735 005 Rennies Financial Services 316 370 314 035 0,7 642 060 The Foodservice Products Division 10 699 263 12 227 027 (12,5) 22 557 416 Bidvest plc 9 208 085 10 764 086 (14,5) 19 733 754 Caterplus 994 489 1 021 572 (2,7) 1 970 925 Combined Foods 496 689 441 369 12,5 852 737 The Commercial Products Division 3 884 095 3 826 074 1,5 7 584 909 Bidoffice 2 337 297 2 340 844 (0,2) 4 743 195 Bidpac 410 531 393 114 4,4 730 579 Voltex 1 136 267 1 092 116 4,0 2 111 135 Corporate Services 29 430 34 263 (14,1) 93 920 I-Fusion 25 547 32 948 (22,5) 90 665 mymarket.com 3 883 1 315 195,3 3 255 Intergroup eliminations (672 029) (920 787) (1 455 151) 22 211 643 24 565 364 (9,6) 47 073 375 Operating income The Services Division 352 367 367 911 (4,2) 750 502 Bidfreight 209 040 195 170 7,1 395 400 Bidcorp plc (19 251) 1 000 834 Namsov Fishing 1 505 11 205 (86,6) 31 497 Bidserv 88 526 70 748 25,1 166 713 Rennies Financial Services 72 547 89 788 (19,2) 156 058 The Foodservice Products Division 438 121 453 134 (3,3) 843 449 Bidvest plc 288 868 309 272 (6,6) 569 434 Caterplus 91 195 95 569 (4,6) 179 817 Combined Foods 58 058 48 293 20,2 94 198 The Commercial Products Division 296 503 290 848 1,9 613 342 Bidoffice 186 728 180 710 3,3 393 845 Bidpac 64 969 62 133 4,6 103 069 Voltex 44 806 48 005 (6,7) 116 428 Corporate Services 45 882 16 454 178,9 36 828 I-Fusion (2 690) (3 540) 24,0 (5 042) mymarket.com (2 907) (3 391) 14,3 (7 242) Group services, investment and other income 30 637 4 907 524,4 8 317 Group properties 20 842 18 478 12,8 40 795 1 132 873 1 128 347 0,4 2 244 121
Margins % % % % The Services Division 4,26 3,91 9,0 4,10 Bidfreight 3,40 2,78 22,3 2,89 Bidcorp plc (2,55) 0,09 0,04 Namsov Fishing 1,35 9,17 (85,3) 11,16 Bidserv 9,49 8,49 11,8 9,61 Rennies Financial Services 22,93 28,59 (19,8) 24,31 The Foodservice Products Division 4,09 3,71 10,2 3,74 Bidvest plc 3,14 2,87 9,4 2,89 Caterplus 9,17 9,36 (2,0) 9,12 Combined Foods 11,69 10,94 6,9 11,05 The Commercial Products Division 7,63 7,60 0,4 8,09 Bidoffice 7,99 7,72 3,5 8,30 Bidpac 15,83 15,81 0,1 14,11 Voltex 3,94 4,40 (10,5) 5,51 5,10 4,59 11,1 4,77 Comment Overview and financial summary Improved operating margins and a good trading performance helped the Group mitigate the significant impact of the strong rand, not only in the translation of foreign earnings but also in foreign currency denominated revenues and the deflationary effects on prices. Operating management is to be commended on an admirable performance in difficult and volatile trading conditions. Revenue for the six months ended December 31 2003 declined by 9,6% to R22,2 billion largely due to the translation effects of the Group"s foreign businesses. For translation purposes, the rand appreciated by 25% against Sterling to a rate of R11,72. Operating income before translation losses increased by 1,4% to R1,14 billion and margins improved to 5,1% from 4,6%. Headline earnings per share improved by 2,0% to 248,0 cents per share. Cash generation from the underlying businesses remains strong. The Group remains in a net ungeared position with ample capacity to fund current and future acquisitions. Divisional review The Services Division Bidfreight Bidfreight turned in a satisfactory performance in light of current market conditions where rand strength had a significant impact on a number of businesses. Operating income grew by 7,1% to R209,0 million, despite a 12,3% decrease in revenue to R6,2 billion. Terminals performed well, particularly in the handling of steel and forest products. Export volumes in most commodities remained constant. Safcor Panalpina was impacted directly by the rand"s appreciation which decreased the rand value of foreign currency denominated billings and falling interest rates which affected disbursement fees. Marine had a poor operational performance compounded by reduced revenue due to rand strength. With effect from January 1 2004, Bidlog"s operations have been relocated within the Group with Textile and International Logistics falling under Rennies Cargo Terminals and FedEx and EAS being grouped within Bidserv"s aviation business cluster. Manica continues to operate in volatile economic and political environments. Rennies Technology Logistics continued to underperform and was sold during the period. Bidcorp plc"s results were impacted by tough trading conditions and intense pressure on margins resulting in an operating loss from continuing operations of R19,3 million. Following the poor performance, management focus is now on operating efficiencies, increased capacity utilisation and achieving greater revenue. A full review of Bidcorp plc"s results is available on the Bidvest website at www.bidvest.com. Namsov, the Namibian fishing business in which the Group has an effective 33% interest but which is consolidated, had poor results impacted by the strength of the Namibian currency against the US dollar and the catch conditions. Bidserv Bidserv turned in a good performance in spite of intense margin pressure in many areas of the business. Revenue grew 11,9% to R932,8 million and operating income increased 25,1% to R88,5 million. Both Steiner and Prestige recorded improved results and the laundry operations continued their impressive turnaround. Magnum Shield performed satisfactorily in an industry still in turmoil and suffering from a number of insolvencies. Magnum Shield should benefit from new contract wins going forward. A number of small acquisitions were made enhancing the division"s service offering. Rennies Financial Services Revenue showed a marginal improvement to R316,4 million and in the face of a substantially stronger currency, operating income decreased by 19,2% to R72,5 million. The travel businesses performed well in flat market conditions. Rennies Bank had a disappointing result with a sharp decrease in operating income primarily due to the impact of the strong rand and reduced encashments from inbound tourists. Cost containment remains a focal point of management in both the Travel and the Bank operations. Progress continues in the conversion of traditional commission revenues to fee-based income. Forex sales in dollar terms were maintained. The strong rand, low inflation and the reduction in interest rates should see businesses" and private individuals" travel increase. A number of small but strategic acquisitions were made which will benefit the division"s performance in the second half. The Foodservice Products Division Bidvest plc Bidvest plc reported a superb set of results increasing operating income by 24,4% in Sterling however, the effects of translation into rands resulted in a 7% decline to R288,9 million. In the United Kingdom, 3663 First for Foodservice performed well and gained market share. All divisions increasing operating margins by achieving operational and buying improvements. Both the Australian and New Zealand businesses had pleasing performances, gaining revenues and expanding margins. Returns on the investment in national infrastructure continue to improve. A number of acquisitions were made to enter new markets and further enhance the service offering to customers. A full review of Bidvest plc"s results is available on the Bidvest website at www.bidvest.com. Caterplus Revenue declined by 2,7% to R994,5 million and operating income declined by 4,6% to R91,2 million. Catering Supplies performed well notwithstanding the lower tourist numbers and the deflationary effects in key product lines. The Frozen Foods division maintained volumes but profitability was impacted by the decline in the value of major imported frozen foodstuffs. Patleys traded well but was also affected by lower gross profit on imported products and increased competition. Vulcan-Caars have secured export orders which should see a much improved second half performance. Combined Foods An excellent performance from Crown National saw the division"s revenue increase by 12,5% to R496,7 million and operating income increase by 20,2% to R58,1 million. Crown National benefited from increased sales to major customer segments. Production facilities were rationalised with the opening of a new factory and the improved efficiencies are being realised. Chipkins Bakery Supplies improved its performance with customers focusing on quality and service. The impact of product deflation has been offset by improved trading margins and as a consequence, stockholding has been reduced considerably. NCP Yeast benefited from increased sales to plant bakeries, recording significantly improved profitability. Further rationalisation of distribution channels with Chipkins Bakery Supplies should harness the synergies between the businesses. The Commercial Products Division Bidoffice Revenue was flat at R2,34 billion whilst operating income increased by 3,3% to R186,7 million. In the stationery division, Waltons and Kolok experienced pricing pressure due to the strong currency and deflationary environment. Waltons suffered from decreased margins on consumables and paper despite higher sales volumes. Kolok continues to compete against the flood of `grey" imports but nevertheless produced an acceptable result. Office automation benefited from the acquisition of Oce Printing Systems. Minolta experienced reasonable trading conditions but was constrained by limited supply of stock from Japan. Lithotech experienced an element of price deflation, however improved margins and a better sales mix enabled the business to produce excellent results. Lithotech France recorded a loss bedeviled by poor sales growth and the sluggish European economy. As the business was in receivership at the time of acquisition, Lithotech France was excluded from many of the sales tender contracts available at the time. Many of these contracts are now coming up for renewal. Bidpac Revenue increased by 4,4% to R410,5 million and operating income increased by 4,6% to R65,0 million. Bidpac, in a volatile and uncertain environment, experienced general destocking within its diverse customer base as customers sought to take advantage of frequent price reductions. Manufacturing volumes declined as major exporters felt the effects of the rand"s appreciation. In the Packaging Closure division, Afcom GE Hudson experienced a fall in demand from secondary exporters whilst Buffalo Executape and Ramset achieved good results without sacrificing margins or profitability. Silveray increased market share within the commercial stationery sector but the retail sector was influenced by heightened competiton and destocking. Voltex Revenue grew 4,0% to R1,14 billion but operating income declined 6,7% to R44,8 million. Difficult trading conditions prevailed and a general slowdown became evident in certain markets. Voltex experienced margin pressure in the cable and wire markets but the non-cable products remained largely unaffected. The anticipated benefits from a number of infrastructural projects did not materialise due to delays in implementation. Both Berzack Brothers and Eastmans continue to contribute positively to the business. Black Economic Empowerment Dinatla Investment Holdings (Pty) Limited, the black economic empowerment ("BEE") consortium, acquired 15% of Bidvest following shareholders" approval of the scheme of arrangement in November 2003. BEE equity ownership of Bidvest has now been increased to approximately 35%. As part of the initiative, Bidvest has appointed three consortium members to the Board as non-executive directors. In addition, a number of historically disadvantaged individuals have been employed as senior divisional executives. Bidvest management is committed to transformation and the Board is constituting a Transformation Committee to oversee the process, which will encompass all elements of the recently promulgated Broad Based Black Empowerment Act. Acquisition of McCarthy Limited Bidvest announced on November 5 2003 that, subject to the fulfilment of certain conditions precedent, it had agreed to purchase the McCarthy shares held by a consortium of banks and to make an offer to acquire all the ordinary stated capital of McCarthy Limited. McCarthy shareholders holding in excess of 98% of the total ordinary shares have accepted the offer by Bidvest and accordingly it is the intention of Bidvest to compulsorily acquire the remaining minority shareholders" interests. McCarthy Limited will be consolidated into the Group"s results with effect from January 2004. Prospects Management is confident that at current exchange rates, the impacts of the deflationary pressures experienced by many of the Group"s operations are largely behind them. Based on the current economic conditions, management is budgeting for real growth in headline earnings per share for the full year to June 30 2004, excluding McCarthy Limited, which will further bolster Bidvest"s performance. Accounting policies The results for the half-year have been prepared in accordance with South African statements of Generally Accepted Accounting Practice. The accounting policies used are consistent with those used in the financial statements for the year ended June 30 2003. The results for the comparative period have been restated to reflect the holding of 2 062 180 Bidvest shares with a value of R97,4 million, held by a subsidiary and previously included as investments and advances in the Group"s balance sheet, as treasury shares. Dividend declaration and distribution out of share premium Shareholders" attention is drawn to the further announcement by Bidvest regarding the distribution. Notice is hereby given that an interim cash dividend of 56,7 cents per share and a distribution out of share premium of 56,7 cents per share, in lieu of a dividend, (collectively "the distribution"), has been awarded to members recorded in the register of the Company at the close of business on Friday, March 19 2004. The total value awarded to shareholders amounts to 113,4 (2002: 108,0) cents per share. Shareholders are advised that the last day to trade "CUM" the distribution will be Friday, March 12 2004. The shares will trade "EX" the distribution as from Monday, March 15 2004 and the record date will be Friday, March 19 2004. Share certificates may not be rematerialised or dematerialised during the period Monday, March 15 2004 to Friday, March 19 2004 both days inclusive. Payment will be made on Tuesday, March 23 2004. 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 Companies articles of association, dividends 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 Johannesburg Executive Chairman Deputy Chairman February 20 2004 The Bidvest Group Limited ("Bidvest" or "the Group") Directors B Joffe (Executive Chairman), F Titi* (Deputy Chairman), DDB Band*, FJ Barnes , BL Berson#, MC Berzack, LG Boyle , N Cassim*, LI Chimes, M Chipkin*, AA da
Costa*, MBN Dube, RW Graham, AM Griffith, LI Jacobs (Alternate LJ Mokoena), CH Kretzmann, S Koseff*, RM Kunene*, D Masson*, BE Moffat* (Alternate T Slabbert), P Nyman, JL Pamensky*, SG Pretorius, LP Ralphs, TH Reitman* , DK Rosevear, AC
Salomon (Alternate HL Greenstein), CE Singer, PC Steyn, R Wainer, PD Womersley *Non-executive
British #Australian Company Secretary MA David Transfer Secretaries Computershare Limited, 70 Marshall Street, Marshalltown 2001, South Africa. PO Box 61051, Marshalltown 2107, South Africa. Registered Office Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose 2196, South Africa. PO Box 87274, Houghton 2041, South Africa. Registration Number: 1946/021180/06 ISIN: ZAE000050449 Share Code: BVT URL: www.bidvest.com Date: 23/02/2004 07:04:23 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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