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Bidvest Group Limited - Results for the half-year ended December 31 2005

Release Date: 27/02/2006 12:21
Code(s): BDEO BVT
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Bidvest Group Limited - Results for the half-year ended December 31 2005 Bidvest Group Limited Registration Number 1946/021180/06 ISIN ZAE000050449 Share Code BVT URL www.bidvest.com Results for the half-year ended December 31 2005 Creating value and building strength from diversity Revenue R38,2bn +21,6% Trading income R1,7bn +18,7% Headline earnings R1,1bn +20,4% Headline earnings per share 368,6c +21,8% Distributions per share* 162,0c +21,1% CONSOLIDATED STATEMENTS OF INCOME Half-year ended Year ended December 31 June 30 2005 2004 2005
Restated Percentage Restated R000"s Unaudited Unaudited change Unaudited Revenue 38 240 127 31 447 147 21,6 62 811 776 Cost of revenue (30 879 816) (25 346 836) (49 957 282) Gross income 7 360 311 6 100 311 20,7 12 854 494 Operating expenses (5 668 823) (4 675 300) (9 801 481) Sales and distribution costs (3 271 066) (2 716 282) (5 877 351) Administration expenses (1 526 729) (1 351 546) (2 994 130) Other net costs (871 028) (607 472) (930 000) Trading income 1 691 488 1 425 011 18,7 3 053 013 Impairment of goodwill - - (10 292) Net capital profits (losses) 24 197 (2 157) (19 463) Net operating income before finance charges 1 715 685 1 422 854 20,6 3 023 258 Net finance charges (164 412) (131 058) (285 105) Finance income 24 336 19 399 42 291 Finance charges (188 748) (150 457) (327 396) Share of retained income of associates 21 861 6 767 31 941 Income before taxation 1 573 134 1 298 563 21,1 2 770 094 Taxation (420 640) (379 582) (797 755) Net income for the period 1 152 494 918 981 25,4 1 972 339 Attributable to: Shareholders of the Company 1 123 290 915 532 22,7 1 961 231 Outside shareholders 29 204 3 449 11 108 1 152 494 918 981 25,4 1 972 339 Number of shares in issue (weighted 000) 299 595 302 991 302 700 Basic earnings per share (cents) 374,9 302,2 24,1 647,9 Headline earnings per share (cents) 368,6 302,7 21,8 656,4 Diluted basic earnings per share (cents) 356,1 292,8 21,6 626,7 Diluted headline earnings per share (cents) 350,0 293,4 19,3 634,9 Distributions per share (cents)* 162,0 133,8 21,1 306,0 *Includes distribution from share premium HEADLINE EARNINGS The following adjustments to income attributable to shareholders were taken into account in the calculation of headline earnings: Income attributable to shareholders of the Company 1 123 290 915 532 1 961 231 Net impairment of goodwill - - 10 292 Net loss (surplus) on disposal and discontinuance of businesses (27 952) 1 528 6 594 Loss (surplus) on disposal and discontinuance of businesses (32 927) 2 021 6 053 Tax charge (relief) 4 975 (493) 1 822 Outside shareholders" interest - - (1 281) Net loss on disposal of assets 7 280 111 7 762 Loss on disposal of assets 8 730 136 13 410 Tax relief (1 450) (276) (5 627) Outside shareholders" interest - 251 (21) Share of capital items in associates 1 552 - 1 108 Headline earnings 1 104 170 917 171 20,4 1 986 987 Rand/Sterling exchange rates Opening rate 11,957 11,285 11,285 Closing rate 11,012 10,870 11,957 Average rate 11,560 11,433 11,532 SEGMENTAL ANALYSIS Half-year ended Year ended
December 31 June 30 2005 2004 2005 Restated Percentage Restated R000"s Unaudited Unaudited change Unaudited Revenue Services 10 160 630 8 959 691 13,4 18 166 619 Bidfreight 8 328 272 7 229 849 15,2 14 583 212 Bidfreight southern Africa 7 687 248 6 582 951 16,8 13 268 320 Bidcorp plc 641 024 646 898 (0,9) 1 314 892 Bidserv 1 464 407 1 392 075 5,2 2 890 769 Renfin 367 951 337 767 8,9 692 638 Foodservice Products 15 593 646 11 933 279 30,7 23 782 200 Bidvest Europe 10 365 954 7 475 304 38,7 14 836 523 Bidvest Australasia 3 387 328 2 797 511 21,1 5 691 085 Caterplus 1 260 510 1 104 060 14,2 2 188 544 Combined Foods 579 854 556 404 4,2 1 066 048 Commercial Products 4 663 003 4 128 467 12,9 8 282 407 Office Products 1 832 385 1 671 117 9,7 3 387 385 Bid Paper Plus 1 067 756 968 010 10,3 1 901 636 Bid Industrial Products 1 762 862 1 489 340 18,4 2 993 386 Automotive Products McCarthy 8 315 108 6 933 450 19,9 13 628 958 Corporate Services 198 346 135 024 46,9 331 845 Bidvest Network Solutions 20 337 27 112 (25,0) 52 598 mymarket.com 7 132 4 650 53,4 10 860 Namsov fishing 170 877 103 262 65,5 268 387 Inter-Group eliminations (690 606) (642 764) (1 380 253) 38 240 127 31 447 147 21,6 62 811 776 Trading income Services 485 098 421 223 15,2 883 569 Bidfreight 265 863 226 578 17,3 493 739 Bidfreight southern Africa 260 233 220 991 17,8 476 811 Bidcorp plc 5 630 5 587 0,8 16 928 Bidserv 144 329 129 732 11,3 283 872 Renfin 74 906 64 913 15,4 105 958 Foodservice Products 570 865 494 487 15,4 1 015 033 Bidvest Europe 286 298 238 760 19,9 532 753 Bidvest Australasia 108 777 85 175 27,7 163 844 Caterplus 105 093 100 012 5,1 186 142 Combined Foods 70 697 70 540 0,2 132 294 Commercial Products 315 922 279 340 13,1 645 926 Office Products 115 875 107 622 7,7 251 175 Bid Paper Plus 79 847 76 585 4,3 159 220 Bid Industrial Products 120 200 95 133 26,3 235 531 Automotive Products McCarthy 290 172 225 592 28,6 474 672 Corporate Services 56 218 32 632 72,3 90 339 Bidvest Network Solutions 583 (3 772) - (6 035) mymarket.com (820) (1 495) 45,2 (2 794) Namsov fishing 42 264 (4 160) - 12 589 Corporate costs net of investment income (12 296) 18 275 - 37 530 Bidprop 26 487 23 784 11,4 49 049 Amortisation of tradenames and trademarks (26 787) (28 263) (56 526) 1 691 488 1 425 011 18,7 3 053 013
CONSOLIDATED CASH FLOW STATEMENTS Half-year ended Year ended December 31 June 30 2005 2004 2005
Restated Restated R000"s Unaudited Unaudited Unaudited Cash flow from operating activities (202 448) (400 681) 2 172 651 Operating income 1 715 685 1 422 854 3 023 258 Depreciation and other non-cash items 450 428 356 410 769 937 Changes in working capital (1 229 752) (1 190 885) 196 314 Cash generated by operations 936 361 588 379 3 989 509 Net finance expenses paid (124 651) (94 577) (210 428) Taxation paid (491 854) (473 664) (742 364) Dividends paid and distribution of share premium by Company (509 890) (410 283) (846 754) Dividends paid by subsidiaries (12 414) (10 536) (17 312) Cash effects of investment activities (1 889 099) (1 375 626) (2 052 310) Net additions to property, plant and equipment (755 640) (583 935) (1 199 503) Net additions to intangible assets (34 462) (1 615) (17 348) Net acquisition of subsidiaries, businesses, associates and investments (1 098 997) (790 076) (835 459) Cash effects of financing activities 1 118 885 (18 054) (769 821) Proceeds from shares issued 72 702 95 309 177 061 Purchase of treasury shares - - (497 896) Net borrowings raised (repaid) 1 046 183 (113 363) (448 986) Net increase (decrease) in cash and cash equivalents (972 662) (1 794 361) (649 480) Net cash and cash equivalents at the beginning of the year 1 497 683 2 100 982 2 100 982 Currency adjustments (70 258) (10 927) 46 181 Net cash and cash equivalents at the end of the period 454 763 295 694 1 497 683 Net cash equivalents are made up as follows: Cash on hand and in the bank 1 915 326 1 358 619 1 707 932 Bank overdrafts shown as current portion of interest-bearing debt (1 460 563) (1 062 925) (210 249) 454 763 295 694 1 497 683 CONSOLIDATED BALANCE SHEETS December 31 June 30 2005 2004 2005
Restated Restated R000"s Unaudited Unaudited Unaudited ASSETS Non-current assets 9 235 611 7 372 073 8 388 160 Property, plant and equipment 4 843 288 3 881 157 4 267 825 Intangible assets 2 943 713 2 404 819 2 851 945 Deferred tax 294 687 228 908 221 523 Interest in associates 560 576 143 042 493 684 Investments and advances 530 522 686 075 511 983 Banking and other advances 62 825 28 072 41 200 Current assets 15 175 806 11 598 668 12 745 655 Inventories 5 233 842 4 284 799 4 308 478 Short term portion of banking and other advances 74 796 96 494 105 979 Accounts receivable 7 590 972 5 858 756 6 623 266 Liquid funds 1 915 326 1 358 619 1 707 932 Non-current assets held for resale 360 870 - - Total assets 24 411 417 18 970 741 21 133 815 EQUITY AND LIABILITIES Total equity 7 867 039 6 861 992 7 642 424 Non-current liabilities 2 928 014 1 862 477 1 841 589 Deferred taxation 56 023 95 329 87 401 Life assurance fund 33 372 14 579 21 410 Long term portion of borrowings 2 637 579 1 533 206 1 513 871 Post-retirement obligations 201 040 219 363 218 752 Long-term portion of banking liabilities - - 155 Current liabilities 13 616 364 10 246 272 11 649 802 Accounts payable 9 604 416 6 911 995 8 967 468 Provisions 1 203 162 703 912 956 825 Vendors for acquisition 2 383 393 - Taxation 373 019 324 431 448 242 Short term portion of banking liabilities 124 137 111 439 94 468 Short term portion of borrowings 2 240 271 2 194 102 1 182 799 Non-current liabilities held for resale 68 974 - - Total equity and liabilities 24 411 417 18 970 741 21 133 815 Number of shares in issue 301 364 304 729 299 421 Net tangible asset value per share (cents) 1 573 1 409 1 542 STATEMENTS OF CHANGES IN EQUITY Half-year ended Year ended
December 31 June 30 2005 2004 2005 Restated Restated R000"s Unaudited Unaudited Unaudited Interest of shareholders at the company Issued share capital 15 068 15 237 14 971 - balance at the beginning of the period 14 971 15 108 15 108 - in terms of the share incentive scheme 97 129 240 - repurchase of shares by subsidiary - - (377) Share premium arising on shares issued 2 112 306 3 401 939 2 549 591 - balance at the beginning of the period 2 549 591 3 511 901 3 511 901 - in terms of the share incentive scheme 72 736 95 262 177 349 - refund of share premium to shareholders (509 890) (205 142) (641 612) - repurchase of shares by subsidiary - - (497 519) - share issue costs (131) (82) (528) Foreign currency translation reserve (28 608) (63 357) 466 019 - balance at the beginning of the period 466 019 (223 918) (223 918) - IFRS adjustment - 207 850 203 106 - arising during the period (494 627) (47 289) 486 831 Statutory contingency reserve 6 846 4 240 6 039 - balance at the beginning of the period 6 039 4 240 4 240 - transfer from retained income 807 - 1 799 Equity-settled share-based payment reserve 82 126 37 139 57 828 - balance at the beginning of the period 57 828 - - - IFRS adjustment - 20 201 20 201 - arising during the period 24 298 16 938 37 627 Movement in retained income 5 496 901 3 304 506 4 374 418 - balance at the beginning of the period 4 374 418 2 691 082 2 691 082 - IFRS adjustment - (96 966) (92 222) - net attributable income 1 123 290 915 532 1 961 231 - dividends and capitalisation issues - (205 142) (205 142) - net credit goodwill arising in prior years transferred to retained income - - 21 268 - transfer to statutory contingency reserve (807) - (1 799) 7 684 639 6 699 704 7 468 866 Outside shareholders" interest - balance at the beginning of the period 173 558 370 006 370 006 - IFRS adjustment - (571) (571) - net attributable income 29 204 3 449 11 108 - dividends and capitalisation issues (12 414) (10 536) (17 312) - share of movement in foreign currency translation reserve (89) (2 422) 1 762 - share of movement in equity- settled share-based payment reserve 138 17 41 - changes in shareholding and advance from outside shareholders (7 997) (197 655) (191 476) 182 400 162 288 173 558 Total equity 7 867 039 6 861 992 7 642 424 BASIS OF PRESENTATION AND CHANGE IN ACCOUNTING POLICIES The Group results for the six months ended December 31 2005 have been prepared in accordance with International Financial Reporting Standards (IFRS) expected to be applicable at June 30 2006. As a result of ongoing review and possible amendments by interpretive guidance from the International Accounting Standards Board and International Financial Reporting Interpretations Committee, which may differ from IFRS finally in effect at June 30 2006. The financial statements for the year ending June 30 2006 will be the Group"s first annual financial statements prepared under IFRS. Comparative information presented with these results has been restated to comply with IFRS. The results for the year ended June 30 2005 have been restated as unaudited, as the IFRS adjustments have not been audited by the external auditors. The Group"s transition date to IFRS is July 1 2004 and the Group has taken advantage of the following optional exemptions from full retrospective application at this date: - Not to restate business combinations which took place prior to transition date, other than to the extent that there were identifiable intangible assets at the time of acquisition that were previously written off to retained income. - To include goodwill on the basis of deemed cost, being cost less accumulated amortisation, with negative goodwill being written off to retained income. These adjustments were made in the Group"s financial statements for the year ended June 30 2005. - The transfer to retained income of the accumulated foreign currency translation reserves at transition date. - To only account for the cost of options to acquire shares in the Company, granted subsequent to November 7 2002 which had not vested by January 1 2005. The transition to IFRS has resulted in the following principal changes to the Group"s accounting policies: - Property, plant and equipment - where components of property, plant and equipment have significantly different useful lives, they are accounted for as separate assets. The useful lives and residual values of all assets are assessed annually. In addition, the Group now provides for the estimated cost of dismantling and removing items and restoring the site on which they are located, as part of the cost of the asset. Changes in the measurement of these liabilities resulting from changes in timing or outflow of resources required to settle the obligations are recognised in the statements of income as a finance charge. - Intangible assets - acquired computer software, previously reflected in property, plant and equipment as office furniture and equipment, has now been reclassified as an intangible asset. The useful life of computer software, both acquired and self-developed, is assessed annually. Patents, trademarks and tradenames acquired as a result of business combinations prior to June 30 2000 and written off against retained income, have been reinstated with effect from the date of the business combination. These patents trademarks and tradenames have been amortised in accordance with the Group"s existing accounting policies. - Share-based payments - options to acquire shares in the Company granted to shareholders and staff, have been expensed against income over the vesting period at fair value, with a corresponding increase in equity. The fair value of the options are measured using the binomial method taking into account the terms and conditions upon which the options were granted. - Leases - certain leases, which were previously considered to be operating leases, have been reclassified as finance leases. - Revenue recognition - fees charged for the origination of loans were previously recognised immediately in income, and are now deferred over the anticipated period in which services will be provided. - Insurance - reinsurance assets previously offset against the related insurance liabilities have been reclassified as assets. In addition, the Group revised its accounting treatment of operating leases at June 30 2005 in accordance with the guidelines issued by The South African Institute of Chartered Accountants whereby leases, which have fixed determinable escalations, are charged to income on a straight-line basis, as compared to being expensed when incurred. The results for the six months ended December 31 2004 have also been restated to account for this change. Reconciliation between IFRS and previous South African Generally Accepted Accounting Practice The impact of the adoption of IFRS on the equity and the profit attributable to shareholders is detailed in the tables below. RECONCILIATION OF EQUITY December 31 June 30
2004 2005 Restated Restated R000"s Unaudited Unaudited As previously reported 6 820 990 7 564 401 Adjustment for change in accounting policy in respect of straight-lining of leases (64 535) - In terms of previous accounting policies 6 756 455 7 564 401 Restatement for Property, plant and equipment (14 483) (23 824) Intangible assets 139 418 123 816 Leases (10 254) (10 530) Revenue recognition (9 144) (11 439) As reported under IFRS 6 861 992 7 642 424 RECONCILIATION OF EARNINGS Half-year ended Year ended
December 31 June 30 2005 2004 2005 Restated Percentage Restated R000"s Unaudited Unaudited change Unaudited Income attributable to shareholders as reported under IFRS 1 123 290 915 532 1 961 231 Adjustments to income attributable to shareholders for IFRS 49 250 45 294 92 962 Property, plant and equipment 4 480 8 805 17 678 Intangible assets 18 304 17 227 32 829 Share-based payments 24 160 16 920 37 580 Leases (637) 322 560 Revenue recognition 2 943 2 020 4 315 Adjustment for change in accounting policy in respect of straight-lining of leases 7 120# 6 348 Income attributable to shareholders in accordance with previous accounting policies 1 179 660 967 174 22,0 2 054 193 Adjustments to income attributable to shareholders for the calculation of headline earnings as previously reported (19 120) 963 24 167 Headline earnings in accordance with previous accounting policies 1 160 540 968 137 19,9 2 078 360 Headline earnings per share in accordance with previous accounting policies 387,4 319,5 21,3 686,6 Basic earnings per share in accordance with previous accounting policies 393,8 319,2 23,4 678,6 #This amount has been included for comparative purposes as the accounting policy in respect of the straight-lining of leases was changed as at June 30 2005. MESSAGE TO SHAREHOLDERS OVERVIEW AND FINANCIAL SUMMARY The Group produced pleasing results for the six months ended December 31 2005. Headline earning per share increased by 21,8% with trading income increasing by 18,7%. The results were enhanced by a lower statutory tax rate and the benefits of last year"s share buy-back. Strong operational performances were recorded by most of the Group"s businesses. The Group achieved revenue growth of 21,6% to R38,2 billion which included R2,2 billion from Deli XL which was consolidated with effect from September 12 2005. The total benefit of this top line growth was not fully achieved due to higher input costs of increasing capacity and the higher fuel price. Trading margin decreased slightly from 4,5% to 4,4% reflecting the impact of Deli XL and a change in the profit contribution mix of the various businesses. Exchange rates were relatively stable and had a neutral effect on the translation of the Group"s foreign businesses. The rand traded at an average R11,56 against sterling, compared to R11,43 the previous period. Cash generation from the underlying businesses remains strong, but seasonal working capital requirements, increased capital expenditure and acquisitive activity resulted in a net utilisation of funds. The Group"s balance sheet is extremely strong with interest cover being approximately 11 times. The financial results have been presented in conformity with IFRS accounting standards, the effect of which has been a 5,2% reduction (16,8 cents per share) to the comparative period headline earnings per share, reflecting for the most part the cost of share-based payments as well as the amortisation of partially reinstated intangible assets previously written off. DELI XL With effect from September 12 2005 Bidvest acquired 100% of Deli XL B.V., the leading delivered foodservice wholesaler in the Benelux, from Koninklijke Ahold N.V., for approximately R1,1 billion. Good progress has been made in bedding down the acquisition and certain management changes have been effected. This acquisition strengthens our foothold in the European foodservice market and we are confident Deli XL will deliver on our expectations. The impact of this acquisition will be more significant in the second half of the financial year as the trading results for the full six months are brought to account. HORECA TRADE In September 2005, 3663 First for Foodservice acquired a controlling stake in Horeca Trade, a small Dubai-based foodservice distributor which has the potential to develop into one of the largest foodservice distributors in the Middle East. DARTLINE SHIPPING In January 2006 Bidvest concluded the sale of its cross-channel ferry business, Dartline Shipping, including the ferry terminal at Dartford, Kent, for GBP58,9 million (R650 million), resulting in a significant premium to book value. The sale is consistent with the Group"s philosophy of exiting businesses which fail to meet acceptable rates of return. LITHOTECH FRANCE Lithotech France continued to incur losses, despite concerted management efforts to place the business on a sound financial footing. The Group is addressing this situation and any losses incurred will be offset by the benefits arising from the sale of the Dartline business. CHANGES TO THE BOARD OF DIRECTORS As advised in the 2005 annual report, the Group intends to restructure its statutory board with as little impact as possible on interfering with the Bidvest culture of decentralization and participative management styles. The principal of such restructure will be to include the executives of the major business activities on the board. Attention is also being given to reconstructing the non-executive component. An announcement in this regard will be made shortly. DIVISIONAL REVIEW SERVICES BIDFREIGHT Bidfreight southern Africa posted a pleasing result characterised by ongoing rand strength and improved export volumes handled by the Terminals Division. Trading income grew by 17,8% to R260,2 million on a 16,8% increase in revenue to R7,7 billion. Terminals" results were good. Trading income from Bulk Connections and Bulk Terminals improved.Tank capacity utilisation improved at IVS but trading income was slightly behind expectations after absorbing margin pressure. SACD produced a strong result with trading income boosted by volume increases through the new warehouse in Durban and the Intermodal business. Safcor Panalpina, South Africa"s largest freight forwarder, performed well despite a slight decline in margins. Additional facilities are due to come on stream at Johannesburg International Airport, which should sustain growth in the future. Marine posted a satisfactory result, with the liner operations reporting increased volumes and a greater number of port calls. BIDCORP PLC Dartline traded below expectations despite higher capacity utilisation and greater efficiencies. A steady performance by Bidcorp"s Ontime Automotive businesses was offset by poor results from the Volume Distribution businesses. BIDSERV Bidserv delivered an acceptable performance in a challenging trade environment, characterised by margin pressure in certain businesses. Revenue grew 5,2% to R1,5 billion, though trading income was up 11,3% to R144,3 million due to management"s strong focus on cost containment. Strong performances from Laundries and specialised cleaning group TMS were offset by weaker performances in Magnum Shield and BidAir. Cleaning reported a 21,0% improvement in trading income, and succeeded in winning a number of large contracts. Laundries posted a 27,0% increase in trading income and continues to reap the benefits of its appropriately timed capital expenditure. International Payment Systems, which provides a range of cash management systems and EFT point of sale devices, traded well and order books are full. Magnum Shield had a difficult trading period during which cost increases were not sufficiently passed onto customers. Greens performed below expectations and remedial steps have been taken. BidAir, which provides a range of airport services, posted results in line with budget. The Industrial and Janitorial Division, including G.Fox, performed satisfactorily. RENNIES FINANCIAL SERVICES Renfin"s revenue was 8,9% higher at R367,9 million and trading income increased by 15,4% to R74,9 million. Since the introduction of fee-based income in 2005, the Travel businesses have experienced static volumes, however, profitability improved by 55,6%. Average ticket prices have remained flat over the period. As all suppliers move to zero commission, the ability to leverage competitive advantage will improve. Rennies Bank delivered a poor performance with trading income down 21,1% impacted by the lower retail margins and higher sales of lower value products. The strong and stable rand constrained dealing margins. FOODSERVICE PRODUCTS BIDVEST EUROPE Results were boosted by the inclusion of Deli XL from September 2005. Revenue was up 38,7% to R10,4 billion and trading income improved 19,9% to R286,3 million. In the UK, 3663 increased trading income in sterling by 3,9%. Performance was adversely affected by sluggish economic conditions and the impact of the July 7 terror bombings in London. Joint purchasing opportunities are being pursued with Deli XL to lower purchasing costs and improve margins. Sales in Multi Temperature, Frozen, Fresh and Chilled were in line with prior year. Margin growth has been strong and reflects continued focus in this area. The Barton Meat Company reported sales below expectations due to a shortfall in new business. Contract Distribution traded well, benefiting from the take-on of new contracts. The Ministry of Defence contract revenue was down as a result of reduced military activity in Kuwait and Afghanistan. Deli XL"s results were in line with expectations, notwithstanding management changes following the acquisition. There are encouraging signs of sustained growth in the European hospitality industry, and Deli XL is well positioned to benefit from this. Opportunities for consolidation and market share gains are being explored. BIDVEST AUSTRALASIA Bidvest Australasia traded well, growing revenue and trading income by 21,1% and 27,7% respectively. Bidvest Australia grew trading income 20,1%, increasing its trading margin to 3,1% (2005: 2,8%). Foodservice grew trading income 16,8%. Melbourne continued to operate profitably, but Sydney is still making a loss, and steps have been taken to stimulate sales. Hospitality produced a satisfactory performance and efforts are under way to expand the national footprint of this business. The national roll-out of QSR has had a beneficial effect on operating performance, increasing trading income fourfold. Crean First for Foodservice New Zealand traded strongly, with trading income up 21,3%. These results were achieved despite a slowing economy and deflationary pressures. CATERPLUS Caterplus achieved a modest 5,1% growth in trading income despite good top-line growth. The trading environment was challenging where volume growth necessitated capacity expansion. Catering Supplies and Frozen experienced margin squeeze as revenue gains were offset by increases in overheads. Speciality traded very well buoyed by niche foodstuffs and demand from the home entertaining sector. Vulcan"s trading income was slightly down due to falling export volumes. Hotel Amenities and Lufil both traded well. COMBINED FOODS Combined Foods results were disappointing, with trading income flat at R70,7 million. Bidbake was particularly affected by yeast imports, which impacted its ability to pass on cost increases to customers. Crown National traded reasonably well despite higher uncompetitive prices and the effects of Newcastle disease on the poultry industry. The move to new facilities should present opportunities for efficiency improvements. COMMERCIAL PRODUCTS OFFICE PRODUCTS Revenue was up 9,7% to R1,8 billion, though trading income increased by 7,7% to R115,9 million. Stationery traded under difficult conditions, where competitive pressures and rand strength constrained margins negating revenue gains. Waltons grew trading income 22,6% despite a poor result from the southern Gauteng region. Kolok was impacted by the strong rand and capacity constraints in Gauteng and Durban, although these bottlenecks have been addressed by the opening of new distribution facilities. Furniture posted a 6,9% increase in trading income in the face of strong import competition from China and Eastern Europe. Automation traded well with Minolta growing trading income by 18,6%, maintaining tight control over expenses and growing margins. BIDPAPER PLUS Revenue grew 10,3% to R1,1 billion and trading income was up 4,3% to R79,8 million despite tough trading conditions. Management"s unrelenting focus on expenses, which fell 5,7%, assisted the profitability. Lithotech SA experienced good growth in its Mail and Laser businesses, although this growth was offset by the ongoing decline in volumes in its traditional business forms. Silveray managed to increase volumes, but at lower prices due to competitive pressures. Lithotech France continued to show losses despite a major restructuring of the business. BID INDUSTRIAL PRODUCTS Revenue increased 18,4% to R1,8 billion while trading income was up 26,3% to R120,2 million. Electrical Wholesaling traded successfully on the back of a buoyant construction sector with a 16,9% increase in revenue and a 57,2% growth in trading income, despite a more than 38% increase in the price of copper over the past 6 months. Revenue was flat for Afcom GE Hudson, whilst trading income was down 19,5%, necessitating Afcom switching certain products from local manufacture to imports. Buffalo Executape reported a 5,8% drop in trading income, but is focussing on margin management and new business ventures into the DIY industry. AUTOMOTIVE PRODUCTS MCCARTHY McCarthy"s achieved a 19,9% growth in revenue to R8,3 billion and a 28,6% rise in trading income to R290,2 million. Notwithstanding the ongoing surge in new vehicle sales, buttressed by low interest rates and strong consumer confidence, new and used vehicle margins remained under pressure, impacting the franchise"s trading performance. Budget Rent A Car achieved better asset utilisation and volume growth. Yamaha Distributors performed well, despite an increasingly competitive market, impacted by parallel and grey imports. Financial Services delivered an outstanding performance, achieving greater market penetration with insurance products. GAZ SA, the taxi distributorship, continues to make steady progress. CORPORATE SERVICES Namsov, Bidvest"s 31%-owned Namibian fishing business, produced an excellent turnaround, reporting trading income of R42,2 million due to reasonable catches and improved selling prices. Bidvest Network Solutions was sold to Business Connexion during August 2005, while mymarket.com continues to grow its customer base. PROSPECTS The trading environments for many businesses in the Group are favourable. Capacity expansion has taken place across the Group to cater for current and future growth. Management has been up to the task of seizing opportunities when they arise. The reporting and management structures have been realigned to take better advantage of the many synergies which exist in the Group. The Group to date has had a reasonably strong and inflexible approach to acquiring businesses where less than 100% of the equity was acquired. This acquisition policy of total control is being relaxed in so far as new larger scale activities where Bidvest will consider acquiring a significant shareholding with management control. This revised policy will enable the Group to take advantage of larger scale acquisition opportunities and utilise its skills in extracting value out of the investment. The Group is optimistic of continuing to achieve above average returns and growth. For and on behalf of the Board MC Ramaphosa B Joffe Johannesburg Chairman Chief Executive February 27 2006 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 distribution out of share premium of 162,0 (2004: 133,8) cents per share, in lieu of a dividend, has been awarded to members recorded in the register of the Company at the close of business on Friday, March 24 2006. Shareholders are advised that the last day to trade "cum" the distribution will be Thursday, March 16 2006. The shares will trade "ex" the distribution as from Friday, March 17 2006 and the record date will be Friday, March 24 2006. Share certificates may not be rematerialised or dematerialised during the period Friday, March 17 2006 to Friday, March 24 2006, both days inclusive. Payment will be made on Monday, March 27 2006. 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. MA David Johannesburg Company secretary February 27 2006 THE BIDVEST GROUP LIMITED ("Bidvest" or "the Group" or "the Company") Directors M C Ramaphosa (Chairman), B Joffe (Chief Executive), D D B Band, F J Barnes*, B L Berson**, M C Berzack, L G Boyle*, L I Chimes, M Chipkin, A A da Costa, M B N Dube, A M Griffith, L I Jacobs (alternate L J Mokoena), S Koseff, C H Kretzmann, R M Kunene, G Marcus, D Masson, B E Moffat (alternate T Slabbert), P Nyman, J L Pamensky, S G Pretorius, L P Ralphs, T H Reitman*, D K Rosevear, A C Salomon (alternate H L Greenstein), C E Singer, P D Womersley *British **Australian Company Secretary M A David Transfer Secretaries Ultra Registrars (Pty) Limited, 11 Diagonal Street, Johannesburg, 2001 South Africa. PO Box 4844, Johannesburg, 2000 South Africa. Registered Office Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, 2196 South Africa. PO Box 87274, Houghton, Johannesburg, 2041 South Africa. Registration Number 1946/021180/06 ISIN ZAE000050449 Share Code BVT URL www.bidvest.com Date: 27/02/2006 12:21:42 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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