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WHL - Woolworths Holdings Limited - Audited group results for the year ended 30
June 2009
WOOLWORTHS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number : 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
AUDITED GROUP RESULTS FOR THE YEAR ENDED 30 JUNE 2009
financial highlights
(based on a comparable 52 weeks of last year)
- turnover up 7.2%
- adjusted HEPS up 13.9%
- cash distribution per share of 53.5 cents
- strong balance sheet
consolidated income statement
Year ended June
Restated
2009 2008 %
Note Rm Rm change
Revenue 21 922.3 21 752.5 0.8
Turnover 21 175.0 20 064.9 5.5
Cost of sales 14 501.1 13 798.3 5.1
Gross profit 6 673.9 6 266.6 6.5
Other revenue 747.3 1 687.6 (55.7)
Expenses 5 783.7 5 955.0 (2.9)
Store costs 3 481.9 3 118.1 11.7
Net bad debts and bad
debt provisions 134.2 584.3 (77.0)
Other operating costs 2 167.6 2 252.6 (3.8)
Operating profit 1 637.5 1 999.2 (18.1)
Finance costs 281.2 502.5 (44.0)
Earnings from joint ventures 58.1 -
Earnings from associate 11.7 1.0
Profit before exceptional item 1 426.1 1 497.7 (4.8)
Exceptional item 8 380.0 -
Profit before tax 1 806.1 1 497.7 20.6
Tax 4 546.3 552.5 (1.1)
Profit after tax 1 259.8 945.2 33.3
Attributable to:
Shareholders of the parent 1 247.7 936.7 33.2
Minority shareholders 12.1 8.5 42.4
Reconciliation of headline
earnings
Earnings attributable to
shareholders of the parent 1 247.7 936.7 33.2
BEE preference dividend paid (8.6) (6.7)
Basic earnings 1 239.1 930.0
Profit on disposal of
controlling interest in
subsidiary (380.0) -
Loss on disposal of property,
plant and equipment 3.5 0.8
Total tax impact of
adjustments (1.0) (0.2)
Headline earnings 861.6 930.6 (7.4)
Unrealised foreign
exchange loss 56.9 (2.1)
STC on share repurchase - 20.0
STC on special dividend 75.0 -
Adjusted headline earnings* 993.5 948.5 4.7
Headline earnings per
share (cents) 109.3 114.9 (4.9)
Earnings per share (cents) 5 157.2 114.8 36.9
Adjusted headline earnings
per share (cents) 126.0 117.1 7.6
Adjusted headline earnings
per share based on 52
weeks` comparative basis (cents) 126.0 110.6 13.9
Diluted headline earnings
per share (cents) 107.5 112.1 (4.1)
Diluted earnings per share
(cents) 5 154.0 112.0 37.5
Adjusted diluted headline
earnings per share (cents) 123.7 114.3 8.2
Distribution per ordinary
share (cents)
-Ordinary 85.0 79.0 7.6
-Special 94.0 - 100.0
Distribution cover (based
on headline earnings per share
excluding special dividend) 1.3 1.5 (13.3)
Distribution per
preference share (cents) 17.3 11.1 55.9
Number of shares in issue (millions) 774.7 795.5 (2.6)
Weighted average number of
shares in issue (millions) 788.3 809.9 (2.7)
* Adjusted headline earnings for the prior year has been restated to exclude
the BEE IFRS 2 charge as it is now comparable.
GROUP ANALYSIS
Revenue
Turnover 21 175.0 20 064.9 5.5
Woolworths 18 839.2 18 146.5 3.8
- Clothing and home 7 321.6 7 409.8 (1.2)
- Foods 11 126.1 10 360.3 7.4
- Logistics services and other 391.5 376.4 4.0
Country Road 2 335.8 1 918.4 21.8
Interest 560.6 1 359.8 (58.8)
Other revenue 186.7 327.8 (43.0)
21 922.3 21 752.5 0.8
Operating profit
Woolworths 1 498.4 1 897.2 (21.0)
Country Road 139.1 102.0 36.4
1 637.5 1 999.2 (18.1)
consolidated balance sheet
As at June
Restated
2009 2008
Note Rm Rm
ASSETS
Non-current assets 3 436.4 2 793.1
Property, plant and equipment 6 1 936.9 1 810.5
Investment property 120.8 120.8
Investment in associate 35.5 25.0
Investment in joint ventures 534.1 -
Intangible assets 6 350.5 274.3
Prepaid employment costs 37.0 45.5
Participation in export partnerships 65.4 66.3
Other loans 126.2 153.6
Derivative financial instruments - 3.1
Deferred tax 230.0 294.0
Current assets 4 868.7 3 023.7
Inventories 1 722.7 1 371.4
Trade and other receivables 745.2 697.4
Derivative financial instruments 5.8 30.0
Tax 3.9 99.3
Cash 2 391.1 825.6
Assets of disposal group classified as
held for sale 8 - 5 440.0
Total assets 8 305.1 11 256.8
EQUITY AND LIABILITIES
Capital and reserves 3 071.9 3 577.8
Interest of shareholders of the parent 3 024.7 3 525.7
Minority shareholders` interest 47.2 52.1
Non-current liabilities 2 341.5 2 271.8
Interest-bearing borrowings 1 531.6 1 503.7
Operating lease accrual 456.8 450.0
Derivative financial instruments 15.7 -
Post-retirement medical aid liability 272.1 251.2
Deferred tax 65.3 66.9
Current liabilities 2 891.7 3 205.1
Trade and other payables 2 372.8 1 990.7
Provisions 250.4 213.3
Derivative financial instruments 141.6 27.0
Tax 111.7 53.5
Overdrafts and short-term interest-bearing
borrowings 15.2 920.6
Liabilities of disposal group classified as
held for sale 8 - 2 202.1
Total equity and liabilities 8 305.1 11 256.8
Net asset book value - per share (cents) 390.4 443.2
GROUP ANALYSIS
Total assets 8 305.1 11 256.8
Woolworths 7 468.5 10 515.6
Country Road 836.6 741.2
Inventories 1 722.7 1 371.4
Woolworths 1 474.0 1 154.0
Country Road 248.7 217.4
Approved commitments for capital
expenditure 623.8 681.2
Woolworths 473.1 486.1
Country Road 150.7 195.1
consolidated cash flow statement
Year ended June
Restated
2009 2008
Note Rm Rm
Cash flow from operating activities
Cash inflow from trading 1 650.6 1 307.8
Working capital movements 67.3 (330.3)
Cash applied to financial services assets 20.6 (24.4)
Cash generated by operating activities 1 738.5 953.1
Interest received 549.5 1 351.1
Finance costs paid (312.0) (489.7)
Tax paid (370.3) (747.0)
Cash generated by operations 1 605.7 1 067.5
Dividends received from associate 1.2 1.1
Normal dividend to shareholders (654.8) (635.5)
Net cash inflow from operating activities 952.1 433.1
Cash flow from investing activities
Net investment in PPE (614.2) (562.2)
Proceeds on disposal of controlling
interest in subsidiary 8 875.0 -
Replacement of WFS debt funding by joint
venture partner 8 2 908.8 -
Cash disposed on sale of controlling
interest in subsidiary 8 (535.1) -
Costs incurred on disposal of controlling
interest in subsidiary 8 (48.1) -
Other 38.5 58.1
Net cash inflow/(outflow) from investing
activities 2 624.9 (504.1)
Cash flow from financing activities
Shares issued 25.6 20.4
Repurchase of shares - (200.0)
Repurchase of treasury shares (316.6) -
Special dividend to shareholders (750.0) -
Notes redeemed - (436.0)
BEE transaction costs - (3.0)
Share repurchase costs (5.0) -
Payment of finance lease liabilities (9.1) (7.9)
Long-term borrowings raised - 1 500.0
Long-term borrowings repaid - (500.0)
Net cash (outflow)/inflow from financing
activities (1 055.1) 373.5
Increase in cash and cash equivalents 2 521.9 302.5
Cash and cash equivalents at the beginning
of the year (90.7) (422.6)
Effect of foreign exchange rate changes (40.1) 29.4
Cash and cash equivalents at the end of the
year 2 391.1 (90.7)
GROUP ANALYSIS
Cash inflow from trading 1 650.6 1 307.8
Woolworths 1 448.4 1 153.7
Country Road 202.2 154.1
Gross capital expenditure 753.0 638.4
Woolworths 610.5 538.9
Country Road 142.5 99.5
consolidated statement of changes in equity
Year ended June
Equity attributable Minority
to shareholders shareholders`
of the parent interest
Note Rm Rm
Shareholders` interest at
the beginning of the year 3 525.7 52.1
Movements for the year:
Issue of shares 7 25.6 -
Shares repurchased 7 (316.6) -
Share repurchase costs (5.0) -
BEE transaction costs - -
Dividends paid to
shareholders (1 399.2) (5.6)
Share-based payments 70.0 -
Total income and expense
for the year 1 124.2 0.7
Total income and expense
for the year recognised
directly in equity (123.5) (11.4)
Net fair value adjustments
on financial instruments (51.0) (2.9)
Exchange differences on
translation of foreign
subsidiaries (72.5) (8.5)
Profit for the period 1 247.7 12.1
Shareholders` interest at
the end of the year 3 024.7 47.2
Total Total
2009 2008
Rm Rm
Shareholders` interest at the beginning of
the year 3 577.8 3 288.0
Movements for the year:
Issue of shares 25.6 20.4
Shares repurchased (316.6) (200.0)
Share repurchase costs (5.0) -
BEE transaction costs - (3.0)
Dividends paid to shareholders (1 404.8) (635.5)
Share-based payments 70.0 77.1
Total income and expense for the year 1 124.9 1 030.8
Total income and expense for the year
recognised directly in equity (134.9) 85.6
Net fair value adjustments on financial
instruments (53.9) 1.4
Exchange differences on translation of foreign
subsidiaries (81.0) 84.2
Profit for the period 1 259.8 945.2
Shareholders` interest at the end of the year 3 071.9 3 577.8
segmental analysis
Year ended June
Restated
2009 2008
Rm Rm % change
Revenue
Retail
Woolworths 18 931.5 18 220.6 3.9
Country Road 2 353.1 1 939.3 21.3
Financial services 473.7 1 662.9 (71.5)
Net interest received 184.4 20.5 799.5
Intra-group (20.4) (90.8)
Total group 21 922.3 21 752.5 0.8
Profit before tax and exceptional item
Retail
Woolworths 1 108.7 1 218.6 (9.0)
Country Road 138.3 101.0 36.9
Financial services (to 30 September 2008) 71.8 158.0 (54.6)
Share of earnings from joint venture
(from 1 October 2008) 57.4 -
Net interest received 49.9 20.1 148.3
Total group 1 426.1 1 497.7 (4.8)
Return on equity (based on adjusted
headline earnings)
% %
Retail
Woolworths 43.3 51.4
Country Road 22.5 18.1
Financial services* - 10.0
Total group 30.3 28.0
* Return on equity for Woolworths Financial Services is not calculated for
the current year due to the change in nature of the investment during the year.
NOTES
1 Basis of preparation
The abridged group financial statements comply with IAS 34 - Interim Financial
Reporting. These abridged financial statements do not contain all the
information and disclosures required in the annual financial statements.
Accounting policies used in the abridged consolidated financial statements are
the same as those used to prepare the group annual financial statements.
2 Significant accounting policies
The accounting policies applied are consistent with those followed in the
preparation of the consolidated annual financial statements for the year ended
30 June 2008, except for the adoption of the following IFRS and IFRIC
interpretations and amendments that became effective during the current period,
which had no significant impact on the reported results:
- IFRIC 13 Customer Loyalty Programmes
- IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements
and their Interactions
- IAS 39 and IFRS 7 Amendments - Reclassification of Financial Assets
- IAS 18 Revenue - amendment
Amendments to IFRS 1 First-time Adoption of International Financial
Reporting Standards and IAS 27 Consolidated and Separate Financial Statements
relating to Cost of an Investment in a Subsidiary, Jointly Controlled Entity
or Associate have been early adopted and had no impact on the reported
results.
3 Reclassification of comparative figures
Internally generated distribution costs previously included in other operating
costs are included in cost of sales.
Total operating costs are disclosed based on function. Previously, operating
costs were disclosed under the categories: depreciation, employment, occupancy,
net bad debts and bad debt provisions, and other operating costs.
Net interest received is disclosed as a separate segment. Previously, net
interest received was disclosed as part of Woolworths retail.
None of these reclassifications had an impact on reported results.
4 Tax
The effective tax rate of 30.2% (2008: 36.9%) is higher than the standard rate
of normal tax mainly due to the impact of STC incurred on the special dividend,
STC on the normal dividends and the non-deductible IFRS 2 charge arising from
the group`s BEE employee share ownership and executive share incentive schemes,
off-set by the impact of the exceptional item.
5 Earnings per share
The difference between earnings per share and diluted earnings per share is due
to the impact of outstanding options under the group share incentive schemes
and preference shares issued in terms of the BEE employee share ownership
scheme.
6 Property, plant and equipment and intangible assets
During the year, the group acquired assets with a cost of R753.0m (2008:
R638.4m).
Assets with a net book value of R94.4m (2008: R70.7m) were disposed of by the
group during the same period, resulting in a loss before tax of R3.5m (2008:
R0.8m).
7 Issue and repurchase of shares
During the year, 5 595 343 (2008: 4 074 229) ordinary shares were issued in
terms of the group`s executive share incentive scheme.
86 871 694 (2008: nil) treasury shares amounting to R891.1m held by E-Com
(Proprietary) Limited were repurchased and cancelled.
26 384 969 (2008: nil) shares to the value of R316.6m were repurchased from the
market by E-Com (Proprietary) Limited and are held as treasury shares by the
group.
In 2008, 17 872 545 ordinary shares amounting to R200m were repurchased.
8 Exceptional item
On 1 October 2008, Woolworths Financial Services (Proprietary) Limited
("WFS") issued shares to Absa Bank Limited to the value of R875m resulting in
the dilution of the group`s shareholding to 50% less one share and a net profit
on disposal of controlling interest of R380m. As a result of the transaction,
the group`s remaining interest in WFS is accounted for by using the equity
method.
The carrying value of assets and liabilities of WFS at the transaction date
were as follows:
Rm
Loans to customers 1 008.1
Woolworths card debtors 3 461.0
Credit card receivables 949.8
Property, plant and equipment 8.1
Intangible assets 3.1
Cash 535.0
Other receivables and deferred tax 184.9
Assets 6 150.0
Interest-bearing borrowings (2 179.0)
Other payables, deferred tax and provisions (3 019.2)
Liabilities (5 198.2)
Net asset value on disposal of controlling interest 951.8
The net profit on disposal is as follows:
Proceeds 875.0
Additional consideration received 29.0
Net asset value of WFS disposed (475.9)
428.1
Costs (48.1)
Net profit on disposal of controlling interest 380.0
The difference between the net asset value on disposal and net assets classified
as held for sale is mainly due to the inter-company loan amount having been
settled by the joint venture partner.
9 Contingent liabilities
Various group companies are parties to legal disputes and investigations which
arise in the ordinary cause of business, whilst the outcome of some of these
matters cannot readily be foreseen, the directors believe that they will be
disposed of without material effect.
10 Borrowing facilities
Unutilised banking facilities amount to R3 477.0m (2008: R2 875.1m). In terms
of the articles of association, there is no limit on the group`s authority to
raise interest-bearing debt.
11 Events subsequent to balance sheet date
No event material to the understanding of these financial statements has
occurred between the end of the financial year and the date of approval.
12 Related party transactions
During the year ended 30 June 2009, group companies entered into various
transactions. These transactions were entered into in the ordinary course of
business and under terms that are no less favourable than those arranged with
independent third parties.
All such subsidiary-related intra-group related party transactions and
outstanding balances are eliminated in preparation of the consolidated financial
statements of the group.
13 Audit opinion
These abridged consolidated financial statements have been extracted from the
audited financial statements on which Ernst & Young Inc and SAB & T Inc have
issued an unqualified report. This report is available for inspection at the
company`s registered office.
14 Approval of annual financial statements
The annual financial statements were approved by the board of directors on
26 August 2009.
commentary
Group results
The results for the period are impacted by the disposal of a controlling
interest of Woolworths Financial Services on 1 October 2008 and that the trading
period is 52 weeks whilst last year included 53 weeks.
Group turnover grew by 7.2% on a comparable 52 weeks; 5,5%(52:53).
Gross margin increased from 31.2% to 31.5%. The higher contribution of food
sales at a lower margin has been off-set by an improved Woolworths clothing and
general merchandise margin as a result of focused sourcing and good stock
management.
Profit before tax and exceptional items decreased by 4.8% impacted by an
unrealised foreign exchange loss, the extra trading week in June 2008 and the
non-comparable Woolworths Financial Services business. This is included in full
in the first quarter and is equity-accounted as a joint venture in the remaining
nine months.
Headline earnings per share ("HEPS") decreased 4.9% for the period. After
adjusting for the R75m STC charge on the special dividend and the after tax
unrealised foreign exchange loss of R57m, adjusted headline earnings per share
("HEPS") increased by 7.6% on the previous year to 126.0 cents. On a comparable
52 weeks last year, adjusted HEPS increased by 13.9%.
Return on equity based on adjusted headline earnings, increased from 28.0% to
30.3%.
Following the Woolworths Financial Services transaction, the company has
returned cash to shareholders in the form of a special dividend of R750m and
open market share repurchases of R316.6m. We remain with a strong balance sheet
and consequently further share repurchases will be considered.
Our policy on distributions is to maintain a cover of 1.5 times earnings.
A final ordinary distribution of 53.5 cents per share has been declared. The
total distribution per ordinary share for the year amounts to 179.0 cents, which
includes the special dividend.
operating review
Woolworths retail (comparable on a 52:52 week basis)
Overall sales grew by 5.7%. Conditions were tough for most of the year, but
consumers have seen some relief in the second half with reductions in interest
rates. Our sales growth showed improvement in the fourth quarter.
Clothing and general merchandise sales increased by 0.4%, with our customers
favouring our value lines. Average price movement for the year was 2.5%, despite
a softer exchange rate in the second half.
Food sales increased by 9.3%. Our repositioned prices and ongoing promotional
strategies have improved customers price perception of our food business. Price
movement of 8.2% was lower than inflation for the period.
Costs were well controlled despite a space growth of 6.4%.
Profit before tax excluding the unrealised foreign exchange loss increased by
4.7%.
The space growth slowed down compared to previous years, with an increase on
last year of 3.5% in clothing and general merchandise space and 11.0% in food
space. We opened 7 full-line stores and 15 food stand-alone stores in the year.
Woolworths financial services
Customers are purchasing less on credit but are extending their credit terms and
benefitting by the lowering of interest rates.
The closing debtors books at 30 June 2009 were 6.4% up on the prior year. Bad
debts were controlled, with an impairment charge as a percentage of average
gross receivables of 7.5% (June 2008: 9.5%).
Country Road
Country Road showed good growth in a tough Australian market with a sales
increase of 18.4% and a profit before tax growth of 49.8% in Australian dollars.
Having successfully repositioned our value proposition for the middle and upper
income consumer, we are now appealing to a broader customer base that has become
more discerning in a slowing economy.
Country Road has recently been awarded the Australian Retailers Association
award for overall retailer of the year.
Outlook
We are conscious that the economic conditions will remain tough throughout the
year.
We believe that we have a better positioned merchandise offer, without any
compromise to our quality. We will remain focused on managing costs and
controlling our stock throughout this period. The improvement in sales
experienced in the fourth quarter has continued into the first eight weeks of
this year.
Leadership and board appointments
The directors are pleased to announce that:
Simon Susman will retire as Chief executive officer of Woolworths in November
2010 having reached retirement age. To retain his extensive international and
local retail knowledge he will assume a newly created position of non-executive
deputy Chairman effective from November 2010.
Ian Moir, the Chief executive officer of Country Road, who has led the
significant turnaround at Country Road will be appointed Managing director
retail and Chief executive officer-elect of Woolworths effective 1 January 2010.
He will succeed Simon in November 2010. An appointment of Chief executive
officer in Country Road will be made due course.
These appointments will provide the Group with continuity into the future.
In the event that the deputy Chairman is appointed Chairman in the future, a
lead independent non-executive director will be appointed.
Andrew Jennings, Managing director retail, having concluded his three year
management contract on 31 December 2009, has advised us of his desire to return
to the global retail stage to pursue new opportunities. Since joining us Andrew
has been a tireless agent of change, a champion of our brand and has contributed
significantly to the Group through the achievement of higher standards of
performance and setting a strong foundation for the future.
The directors are further pleased to announce the following:
Lindiwe Mthimunye-Bakoro and Namhla Thina Siwendu have been appointed non-
executive directors of Woolworths Holdings Limited with immediate effect.
Lindiwe Mthimunye-Bakoro is a Chartered Accountant with primary experience in
investment banking.
Thina Siwendu holds a B Soc. Sc (Hons) and LLB degree. She heads her own legal
firm and specialises in corporate governance and corporate law.
These appointments will bring additional skills to the board and its committees
and add to the spread of age, gender and diversity.
Trading statement
The directors would like to highlight that the profit of R380m earned on the
disposal of a 50% plus one share of Woolworths Financial Services to ABSA Group
Limited on 1 October 2008 will continue to impact the results of the six months
ended December 2009.
Consequently, earnings per share ("EPS") will be more than 20% lower than the
results for the corresponding period of the previous year. It is however not
yet possible to quantify the impact on EPS within the 20% range required by the
JSE Limited Listings Requirements ("JSE Listings Requirements") with a
reasonable degree of certainty nor to provide guidance on headline earnings
per share ("HEPS").
A further trading statement will be issued later in the reporting period and
provide earnings forecast ranges for EPS and HEPS as required by the JSE
Listings Requirements.
DA Hawton SN Susman
Chairman Chief executive officer
Cape Town, 26 August 2009
notice of distribution
Notice is hereby given that the directors have resolved to make a cash
distribution of 53.5 cents per ordinary share in lieu of the final dividend for
the year ended 30 June 2009 out of the Company`s share premium account, if
shareholders in general meeting pass the requisite resolutions authorising the
directors to allot and issue ordinary shares, for cash, to the Company`s wholly-
owned subsidiary, Woolworths (Proprietary) Limited.
If, however, such authority is not obtained from the shareholders a final
dividend of 53.5 cents per ordinary share for the year ended 30 June 2009 will
be paid.
The salient dates for the distribution or dividend will be as follows:
Last day to trade to receive the distribution
or dividend Thursday, 17 September 2009
Shares trade "ex" the distribution or
dividend from Friday, 18 September 2009
Record date for the distribution or
dividend Friday, 25 September 2009
Payment date Monday, 28 September 2009
Share certificates may not be dematerialised or rematerialised between Monday,
18 September 2009 and Friday, 25 September 2009 (both days inclusive).
In accordance with the Company`s articles of association a distribution or
dividend amounting to less than R5.00 due to any one holder of the Company`s
ordinary shares held in certificated form will not be paid, unless otherwise
requested in writing, but will be aggregated with other such amounts and will be
donated to a charity nominated by the directors.
A circular, incorporating a notice convening a general meeting of shareholders,
which contains details of the proposal to allot and issue shares to the
Company`s subsidiary, Woolworths (Proprietary) Limited has been despatched to
shareholders. Shareholders are further referred to the separate cash
distribution announcement published on SENS and in the press which contains full
details of the cash distribution, including the financial effects thereof.
A final cash dividend of 12.3 cents per preference share for the six months
ended 30 June 2009 will be paid to the beneficiaries of the Woolworths Employee
Share Ownership Scheme on 28 September 2009.
CL Lowe
Group secretary Cape Town, 26 August 2009
directorate and statutory information
Non-executive directors:
Buddy Hawton (Chairman), Peter Bacon (British), Nigel Colne (British),
Brian Frost, Mike Leeming, Chris Nissen, Sindi Zilwa
Executive directors:
Simon Susman (CEO), Andrew Jennings (British), Zyda Rylands, Norman Thomson
Group secretary: Cherrie Lowe
Share code: WHL ISIN: ZAE000063863
Registered address (postal and physical):
PO Box 680, Cape Town 8000
Woolworths House, 93 Longmarket Street
Cape Town 8001
Registration number : 1929/001986/06
Auditors: Ernst & Young Inc and SAB & T Inc
Bankers: The Standard Bank of South Africa Limited
Sponsor : Rand Merchant Bank (A division of
FirstRand Bank Limited)
Transfer secretaries:
Computer share Investor Services (Pty) Limited
70 Marshall Street, Johannesburg 2001
visit our investor relations site: www.woolworthsholdings.co.za
Date: 26/08/2009 16:58:01 Supplied by www.sharenet.co.za
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