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MUR - Murray & Roberts Holdings Limited - Preliminary report for the year ended

Release Date: 31/08/2011 15:55
Code(s): MUR
Wrap Text

MUR - Murray & Roberts Holdings Limited - Preliminary report for the year ended 30 June 2011 MURRAY & ROBERTS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number: 1948/029826/06 JSE Share Code: MUR ISIN: ZAE000073441 ("Murray & Roberts" or "Group") PRELIMINARY REPORT FOR THE YEAR ENDED 30 JUNE 2011 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE for the year ended 30 June 2011 Audited Audited(1) Annual Annual R millions 30.06.11 30.06.10 Revenue 30 535 27 851 (Loss)/profit before interest, depreciation and amortisation (93) 2 123 Depreciation (562) (566) Amortisation of intangible assets (23) (22) (Loss)/profit before interest and taxation (678) 1 535 Net interest expense (194) (122) (Loss)/profit before taxation (872) 1 413 Taxation (196) (414) (Loss)/profit after taxation (1 068) 999 Income from equity accounted investments 86 15 (Loss)/profit from continuing operations (982) 1 014 (Loss)/profit from discontinued operations (note 2) (666) 215 (Loss)/profit for the year (1 648) 1 229 Attributable to: - Owners of Murray & Roberts Holdings Limited (1 735) 1 098 - Non-controlling interests 87 131 (1 648) 1 229
(Loss)/earnings per share (cents) - Diluted (585) 371 - Basic (587) 373 (Loss)/earnings per share from continuing operations (cents) - Diluted (387) 318 - Basic (388) 319 Total dividend per ordinary share (cents)(2) - 105 Operating cash flow per share (cents) 101 208 (1) Reclassified as a result of discontinued operations (2) Based on year to which dividend relates SUPPLEMENTARY STATEMENT OF FINANCIAL PERFORMANCE INFORMATION Reconciliation of weighted average number of shares in issue (000) Number of ordinary shares in issue 331 893 331 893 Less: Weighted average number of shares held by The Murray & Roberts Trust (6 737) (7 658) Less: Weighted average number of shares held by Murray & Roberts Limited (676) (676) Less: Weighted average number of shares held by the Letsema BBBEE trusts (28 917) (28 946) Weighted average number of shares used for basic per share calculation 295 563 294 613 Add: Dilutive adjustment for share options 1 029 1 233 Weighted average number of shares used for diluted per share calculation 296 592 295 846 Headline (loss)/earnings per share (cents) (note 3) - Diluted (503) 340 - Basic (505) 341 Headline (loss)/earnings per share from continuing operations (cents) (note 3) - Diluted (394) 314 - Basic (396) 316 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 30 June 2011 Audited Audited
Annual Annual R millions 30.06.11 30.06.10 (Loss)/profit for the year (1 648) 1 229 Effects of cash flow hedges (27) (11) Foreign currency translation movements 4 123 Total comprehensive (loss)/income for the year (1 671) 1 341 Attributable to: - Owners of Murray & Roberts Holdings Limited (1 787) 1 163 - Non-controlling interests 116 178 (1 671) 1 341
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2011 Attributable Non- to owners of controlling
Murray & Roberts interests R millions Holdings Limited Total Balances at 30 June 2009 5 581 1 053 6 634 Total comprehensive income for the year 1 163 178 1 341 Purchase/disposal of non-controlling interests (net) (15) (143) (158) Recognition of financial instrument on acquisition of business (55) - (55) Disposal of business 7 - 7 Net movement in non-controlling interest loans - (1) (1) Movement in treasury shares 19 - 19 Movement in share-based payment reserve 57 - 57 Transfer to non-controlling interests 18 (18) - Dividends declared and paid (572) (95) (667) Balances at 30 June 2010 6 203 974 7 177 Total comprehensive (loss)/ income for the year (1 787) 116 (1 671) Purchase/disposal of non-controlling interests (net) (54) 58 4 Net movement in non-controlling interest loans - 36 36 Movement in treasury shares 20 - 20 Movement in share-based payment reserve 32 - 32 Transfer to non-controlling interests (3) 3 - Recycled to the statement of financial performance (3) - (3) Dividends declared and paid (187) (87) (274) Balances at 30 June 2011 4 221 1 100 5 321 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION at 30 June 2011 Audited Audited
Annual Annual R millions 30.06.11 30.06.10 ASSETS Non-current assets 5 563 6 165 Property, plant and equipment 3 325 4 233 Goodwill 435 554 Deferred taxation assets 470 343 Investment in associate companies 564 376 Other non-current assets 769 659 Current assets 11 137 13 512 Inventories 817 1 707 Trade and other receivables 1 929 2 207 Amounts due from contract customers (note 4) 5 290 5 787 Cash and cash equivalents 3 101 3 811 Assets classified as held-for-sale 2 860 1 448 TOTAL ASSETS 19 560 21 125 EQUITY AND LIABILITIES Total equity 5 321 7 177 Attributable to owners of Murray & Roberts Holdings Limited 4 221 6 203 Non-controlling interests 1 100 974 Non-current liabilities 1 873 2 383 Long-term liabilities(3) 1 223 1 529 Long-term provisions 127 84 Deferred taxation liabilities 311 380 Other non-current liabilities 212 390 Current liabilities 11 184 11 315 Amounts due to contract customers (note 4) 2 244 2 446 Accounts and other payables 7 821 7 024 Bank overdrafts (3) 47 1 245 Short-term loans (3) 1 072 600 Liabilities directly associated with assets classified as held-for-sale 1 182 250 TOTAL EQUITY AND LIABILITIES 19 560 21 125 (3) Interest-bearing borrowings SUPPLEMENTARY INFORMATION R millions Net asset value per share (cents) 1 272 1 869 Capital expenditure (continuing) - Spent 832 1 093 - Authorised but unspent 852 955 Operating lease commitments 2 155 2 146 Contingent liabilities (note 5) 983 345 Financial institution guarantees 10 408 9 693 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 June 2011 Audited Audited Annual Annual R millions 30.06.11 30.06.10 (Loss)/profit before interest, depreciation and amortisation (734) 2 586 - Continuing (93) 2 123 - Discontinued (641) 463 Non-cash items 1 380 (204) - Non-cash charges including impairments 1 009 79 - Non-cash contract completion expenses 585 - - Fair value adjustments (214) (283) Cash outflow from headlease and other property activities (6) (47) Decrease/(increase) in working capital 232 (931) Cash generated from operations 872 1 404 Interest and taxation paid (net) (538) (713) Operating cash flow 334 691 Dividends paid to owners of Murray & Roberts Holdings Limited (187) (572) Dividends paid to non-controlling interests (87) (95) Cash flow from operating activities 60 24 Property, plant and equipment and intangible assets (net) (747) (943) Acquisition of associates (7) (341) Acquisition of non-controlling interests - (59) Business (acquisitions)/disposals (net) (70) 592 Assets classified as held-for-sale (net) 741 (154) Other investments (net) - 183 Other (net) 21 (14) Cash flow from investing activities (62) (736) Net increase in borrowings 529 377 Treasury share disposals (net) 20 19 Cash flow from financing activities 549 396 Net increase/(decrease) in cash and cash equivalents 547 (316) Net cash and cash equivalents at beginning of year 2 566 2 876 Effect of foreign exchange rates (59) 6 Net cash and cash equivalents at end of year 3 054 2 566 SEGMENTAL ASSETS at 30 June 2011 Audited Audited Annual Annual R millions 30.06.11 30.06.10 Reconciliation of segmental assets Total assets 19 560 21 125 Deferred taxation assets (470) (343) Current taxation receivable (83) (112) Cash and cash equivalents (3 101) (3 811) 15 906 16 859 Segmental assets and operating costs relating to Corporate are R140 million (2010: R66 million) and R291 million (2010: R312 million) respectively. Refer to the commentary for the detailed segmental analysis. NOTES 1. Basis of preparation These condensed consolidated annual financial statements for the year ended 30 June 2011 have been prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards ("IFRS"), the AC 500 standards as issued by the Accounting Practices Board or its successor, IAS 34: Interim Financial Reporting and in compliance with the requirements of the Companies Act, No. 71 of 2008 of South Africa. This report was compiled under the supervision of AJ Bester (CA) SA, group financial director. The accounting policies used in the preparation of these results are in accordance with IFRS and are consistent in all material respects with those used in the audited annual financial statements for the year ended 30 June 2010. The auditors, Deloitte & Touche, have issued their opinion on the Group`s annual financial statements for the year ended 30 June 2011. The audit was conducted in accordance with International Standards on Auditing. They have issued an unmodified audit opinion. This preliminary report has been derived from the Group`s annual financial statements and is consistent in all material respects. A copy of their audit report is available for inspection at the company`s registered office. Any reference to future financial performance included in this announcement has not been reviewed or reported on by the Group`s auditors. 2. (Loss)/profit from discontinued operations Discontinued operations include the Group`s property divisions, interests in steel reinforcing bar manufacture & trading operations, Johnson Arabia crane hire and Clough`s marine operations. Prior to 30 June 2011, the Group received conditional offers for Johnson Arabia crane hire and the steel reinforcing bar roof bolt division. Post 30 June 2011, Clough Limited received a conditional offer for the sale of its marine operations. 30 June 30 June
R millions 2011 2010 Revenue 2 646 4 656 (Loss)/profit before interest, depreciation and amortisation (641) 463 Depreciation and amortisation (69) (117) (Loss)/profit before interest and taxation (710) 346 Net interest expense (58) (74) Taxation credit/(expense) 118 (56) Loss from equity accounted investments (16) (1) (Loss)/profit from discontinued operations (666) 215 Non-controlling interest relating to discontinued operations 79 (57) Cash flows from discontinued operations include the following: Cash flow from operating activities (129) 335 Cash flow from investing activities 574 (357) Cash flow from financing activities (466) (103) Net decrease in cash and cash equivalents (21) (125) 3. Reconciliation of headline (loss)/earnings 30 June 30 June R millions 2011 2010 (Loss)/profit attributable to owners of Murray & Roberts Holdings Limited (1 735) 1 098 Investment property fair value adjustments 5 (101) Profit on disposal of subsidiaries (17) (10) Profit on disposal of property, plant and equipment (49) (6) Impairment of goodwill and other assets 398 7 Fair value adjustment and (profit)/loss on disposal of assets held-for-sale 32 - Adjustments relating to business acquisitions (62) - Other 1 1 Non-controlling interest effects on adjustments (5) 4 Taxation effects on adjustments (61) 13 Headline (loss)/earnings (1 493) 1 006 Adjustments for discontinued operations: Loss/(profit) from discontinued operations 666 (215) Non-controlling interests (79) 57 Investment property fair value adjustments (5) 97 Profit on disposal of subsidiaries 17 - Profit on disposal of property, plant and equipment 1 - Impairment of goodwill and other assets (324) - Fair value adjustment and profit/(loss) on disposal of assets held-for-sale (34) - Adjustments relating to business acquisitions 1 - Non-controlling interest effects on adjustments 6 - Taxation effects on adjustments 74 (13) Headline (loss)/earnings from continuing operations (1 170) 932 4. Contracts-in-progress and contract receivables 30 June 30 June(4) R millions 2011 2010 Contracts-in-progress (cost incurred plus recognised profits, less recognised losses) 557 884 Uncertified claims and variations less payments received on account (recognised in terms of IAS 11: Construction Contracts) 1 968 1 966 Uncertified claims and variations 2 302 1 966 Less: payments received on account (334) - Amounts receivable on contracts (net of impairment provisions) 2 340 2 543 Retentions receivable (net of impairment provisions) 425 394 5 290 5 787 Amounts received in excess of work completed (2 244) (2 446) 3 046 3 341
Disclosed as: Amounts due from contract customers 5 290 5 787 Amounts due to contract customers (2 244) (2 446) 3 046 3 341
(4) Amounts due from and to contract customers have been reclassified in the prior year to provide more meaningful disclosure. The net amounts due from and due to contract customers remained unchanged. 5. Contingent liabilities Contingent liabilities are related to disputes, claims and legal proceedings in the ordinary course of business. 6. Events after reporting date On 8 August 2011, Clough Limited announced the disposal of its marine construction business for a cash consideration of AUD127 million. The financial effects of the transaction have not been brought into account at 30 June 2011. The results of the marine construction business have been disclosed as a discontinued operation with the assets and liabilities being recorded as held- for-sale. The directors are not aware of any other matter or circumstance arising since the end of the financial year, not otherwise dealt with in the Group and company annual financial statements, which significantly affects the financial position at 30 June 2011 or the results of its operations or cash flows for the year then ended. COMMENTARY RECOVERY & GROWTH The Group has remained resilient to conditions in its construction markets due to the diversity of operations and markets. Global mining and natural resource markets remain buoyant across the world. Construction and related activities in both southern Africa and the Middle East experienced subdued market conditions as a result of reduced Government infrastructure spend and unstable financial markets inhibiting private expenditure. Although significant progress was made by the Group in resolving contractual claims, the estimated costs to complete, inclusive of penalties, on a number of major contracts increased significantly and the decision to dispose of certain business operations resulted in the need to make material asset impairments. The net result is that the Group recorded a loss for the year. The Board extends its condolences to the families, friends and colleagues of 12 employees who lost their lives while at work in the Group`s operations during the year under review. Executive leadership has taken decisive action to address safety in the work place with an initiative primarily focussed on attitudes to safety and safe behaviour across the organisation. A new leadership team has been appointed with effect from 1 July 2011, led by Henry Laas as group chief executive. The team has developed a Recovery & Growth plan which aims to return the Group to profitability in the 2012 financial year, with an improved liquidity position and growth thereafter. Financial year to 30 June 2011 Revenues from continuing operations increased by 10% to R30,5 billion (2010: R27,9 billion). An operating loss of R678 million (2010: profit R1 535 million) was recorded after accounting for the following charges and contract completion costs for the 12 months to 30 June 2011: - SADC Construction - R1 150 million: Gautrain Civils Joint Venture ("Gautrain") - Contract finalisation costs and provision for potential Competition Commission ("Competition") penalties on identified possible transgressions on other projects; - Marine Construction: Gorgon Pioneer Materials Offloading Facility ("GPMOF") - R582 million of estimated contract completion costs; - Middle East - R164 million for impairment of contract receivables in respect of legacy contracts; and - Construction Products - R79 million impairment of assets. The above charges and costs totalling R1 975 million increased from the R795 million of exceptional charges recorded to 31 December 2010 as a result of the following reasons: - a provision for potential Competition penalties following the submission of previously unknown possible transgressions to the Commissioner in April 2011; - a further provision against Gautrain contract receivables as a result of a new legal opinion received in respect of one component of the total claim; - a Dispute Resolution Board ruling received in June 2011 requiring rectification work in respect of water ingress on the Rosebank to Park station section of the Gautrain tunnel, resulting in increased cost to complete and further delay penalties; - a provision for increased arbitration legal costs in relation to the Gautrain Delay and Disruption claim, which is now only expected to be heard in 2013; - losses on the GPMOF contract due to further delayed access post 31 December 2010, adverse weather conditions that hindered construction activities and allowed claims recognition in terms of IAS 11 (Construction Contracts); and - a change in outlook on a market sector within the Construction Products platform requiring an impairment of related assets. Excluding the above mentioned charges, the Group`s normalised earnings before interest and tax for the year amounted to R1,3 billion. Such normalised earnings were weaker in the second half of the financial year, primarily as a result of lower than estimated contract final accounts achieved in the Middle East and delays in orders received primarily within the Construction Products Africa businesses. On discontinued operations, R326 million in respect of impairment of assets held in businesses to be sold or closed was recorded which is in addition to trading losses of R384 million for the year under review. Trading losses continued to be incurred in the second half of the financial year and additional provisions were made against assets to be sold or closed, based upon indicative disposal values. As a consequence, the Group recorded a diluted headline loss per share of 394 cents and diluted loss per share of 387 cents, both from continuing operations for the financial year to 30 June 2011, compared to the previous comparable period of diluted headline earnings per share of 314 cents and diluted earnings per share of 318 cents. After accounting for the loss on discontinued operations, the Group recorded a diluted headline loss per share of 503 cents and diluted loss per share of 585 cents respectively for the financial year to 30 June 2011, compared to the previous comparable period of diluted headline earnings per share of 340 cents and diluted earnings per share of 371 cents. Notwithstanding the deterioration in earnings in the past financial year, the Group is well positioned for a return to profitability and growth in earnings. Liquidity The Group`s liquidity position improved substantially from the net debt position at 31 December 2010 of R1 billion to a net cash position at 30 June 2011 of R759 million, excluding cash and interest bearing borrowings within discontinued operations. Whilst future revenue flows are anticipated, funding required to complete the Gautrain and GPMOF projects over the next six months is likely to again place the Group in a net debt position by 31 December 2011. The Group`s restricted liquidity position is being resolved through a structured approach involving four initiatives: - profitable and cash generative financial results from all operations; - sale of non-core operations and assets; - restructuring of banking facilities, by spreading the term of the facilities and reducing the reliance on "on-demand" facilities; and - resolution of project claims. Good progress has been made on all initiatives. Arbitration proceedings have been initiated on a number of the Group`s contract claims, however, final outcomes from these hearings are unlikely prior to 30 June 2012. Major projects Murray & Roberts retains the capability and capacity to execute major complex projects. Such projects will continue to be a substantial part of our business and a competitive differentiation into the future, but will be subject to more effective risk management processes. Murray & Roberts Projects successfully renegotiated its contractual arrangements with Hitachi for the delivery of the mechanical erection of the Medupi and Kusile power stations. The revised contract terms have significantly de-risked the commercial position on these projects and future profitability on the power projects is now probable. Murray & Roberts Construction, in joint venture, is undertaking the majority of the civil works at Medupi Power Station ("Medupi Civil Works"). The contract is progressing satisfactorily despite the significant scope growth on the contract. Negotiations are in progress with Eskom to resolve outstanding claims related thereto. Despite substantial completion of the Gautrain Rapid Rail Link project, the Group has made a material loss on its participation in construction activities on this project. During the year additional charges were taken on the construction contract relating to the impairment of contract receivables, estimated costs associated with water ingress rectification work, delay penalties as well as increased costs to complete the project by January 2012. Bombela Concession Company has submitted its Statement of Case in connection with the Delay and Disruption and related disputes on the Gautrain Rapid Rail Link project. The Group encountered late site access, adverse weather conditions and material scope changes at its GPMOF project in Western Australia. A significant charge was taken during the year in respect of the estimated costs to complete the project. The anticipated completion date of the project is January 2012. During the year the Group`s construction business in the Middle East participated in several major projects in Abu Dhabi. The Zayed University was completed while Saadiyat-St Regis resort complex will be completed during the course of the 2012 financial year. An arbitration proceeding on the Dubai International Airport Concourse 2 ("Dubai Airport") is following its course and the Group expects to resolve the final account settlement in the second half of the 2012 calendar year. Clough is undertaking, in joint venture, two major and profitable LNG (liquefied natural gas) projects, the PNG-C1 contract in Papua New Guinea and the Gorgon Downstream LNG contract in Western Australia. The value of still to be agreed Group contract claims and variation orders included in the statement of financial position at 30 June 2011 was R1 968 million (2010: R1 966 million), net of on-account payments of R334 million. These claims have been taken to book in terms of IAS 11 (Construction Contracts) and following engagement with independent legal, commercial and claims consultants. The majority of this balance relates to claims in respect of Gautrain, Medupi Civils Works, GPMOF and Dubai Airport. The Board and management remain committed to the resolution of all contractual disputes and collection of resultant claims. As previously disclosed to shareholders, adjudication of these legally complex financial claims and variation orders within major projects has yet to be finalised, and is subject to arbitration and/or negotiation. As a consequence the potential exists for a materially higher or lower amount being finally awarded compared to that recognised in the statement of financial position at 30 June 2011. Risk management Managing risk effectively is at the heart of the Group`s sustainability. The setbacks during the year on certain major projects have necessitated a renewed focus on identifying and evaluating risk within the Group. An increase in staffing of the legal and commercial teams is in progress, the Group`s bespoke Opportunity Management System is being upgraded and improved project processes and systems are being implemented. Competition Commission The Group has committed to full co-operation with the Competition Commission ("Commission") to eradicate anti-competitive behaviour within the construction industry. In February 2011, the Commission announced a Fast Track settlement process aimed at providing a transparent, cost effective and swift resolution to its investigations into the construction industry. Regrettably, and due mainly to late notifications by former subsidiary company executives, a limited number of projects were identified where possible transgressions may have occurred. As a consequence, the Group lodged its applications for these projects on 15 April 2011. A provision has now been made for potential penalties for these identified possible transgressions. The Board reiterates that it does not condone any anti- competitive or collusive conduct and all identified infringements have been disclosed to the Commission. Notwithstanding the Group`s efforts to disclose all anti-competitive matters to the Commission, there may be certain residual matters which have not yet come to the Group`s attention and that may potentially give rise to additional penalties. The Group`s Statement of Business Principles is a detailed exposition of ethical standards and practices and has been distributed to all employees, service providers and business partners. The Business Principles leave no room for unacceptable practices such as collusion or corruption. Disposal of non-core assets Crane Hire Steel Clough Properties Services Reinforcing Marine SA (Johnson Products Services & Arabia) Properties
R millions* 2011 2010 2011 2010 2011 2010 2011 2010 Revenue* 260 360 1 676 2 250 628 1 909 82 137 Operating (loss)/profit* (58) 1 (619) 3 (73) 190 40 152 Trading* (58) 1 (325) 3 (41) 249 40 152 Asset impairment* - - (294) - (32) (59) - - Segment assets* 312 480 1 065 1 652 1 298 - 96 692 People 420 446 1 447 1 713 109 109 6 1 Discontinued operations in steel reinforcing bar manufacture and trading, Johnson Arabia crane hire and Clough`s marine operations all produced losses in the year to 30 June 2011. The sale of discontinued operations is well advanced and management is targeting for the transactions to be concluded by 31 December 2011. Conditional offers for the Group`s shareholding in the N3 Toll Concession and Johnson Arabia were received prior to 30 June 2011. Clough announced the sale of its marine construction division for AUD 127 million on 8 August 2011. Construction Africa and Middle East Construction Marine Middle Total Africa East
R millions* 2011 2010 2011 2010 2011 2010 2011 2010 Revenue* 5 597 7 960 1 031 351 2 480 2 882 9 108 11 193 Operating (loss)/profit* (653) 133 (582) 77 (164) 300 (1 399) 510 Ongoing construction activities* 237 553 (582) 77 - 389 (345) 1 019 PPP Investments and Services* 260 199 - - - - 260 199 Gautrain/ Competition Commission penalties* (1 150) (619) - - - - (1 150) (619) Contract receivables impairment* - - - - (164) (89) (164) (89) Segment assets* 2 926 2 725 358 168 1 605 1 881 4 889 4 774 People 8 891 10 210 511 118 318 369 9 720 10 697 LTIFR (Fatalities) 1.6(1) 2.3(3) 4.2(0) 1.2(0) 0.3(0) 0.4(2) 0.9(1) 1.6(5) Order book* 6 929 7 184 606 502 2 430 4 393 9 965 12 079 Effective 1 July 2011, Nigel Harvey assumed executive responsibility for the Murray & Roberts Construction Africa and Middle East operating platform. The platform comprises the following operations: - Construction Africa - Murray & Roberts Buildings, Murray & Roberts Western Cape, Murray & Roberts Botswana, Murray & Roberts Namibia, Concor Civils, Concor Roads & Earthworks, Concor Opencast Mining - Murray & Roberts Marine - Murray & Roberts Middle East - PPP Investments and Services - Murray & Roberts Concessions and Tolcon. Consolidated revenues decreased 19% to R9,1 billion (2010: R11,2 billion). Revenues in Africa were lower as a result of soft market conditions in South Africa primarily resulting from a reduction in Government`s expenditure on infrastructure. Revenues were also lower as a result of the Gautrain project nearing completion. The reduction in revenues and competitive tendering conditions impacted on the operating profit from ongoing construction activities in Africa. Further losses were incurred to ensure timeous opening of the Gautrain system, despite delays incurred as a result of land deficiencies. Marine`s revenues were largely related to the GPMOF contract in Australia and the significant losses are largely related to claims still to be agreed. Middle East revenues declined in-line with regional market conditions. Despite the successful delivery of a number of projects, in the light of unstable financial markets in that region a prudent approach was taken to estimate contract finalisation values. After accounting for overheads, the result for the region`s continuing activities was break-even. A further impairment was taken on long-outstanding contract receivables. A provision has been raised for identified possible transgressions of competition laws as submitted in terms of the authorities Fast Track application process. Construction Global Underground Mining Africa Austra- The Total lasia Americas R millions* 2011 2010 2011 2010 2011 2010 2011 2010 Revenue* 4 789 3 569 714 404 2 286 1 372 7 789 5 345 Operating profit* 307 270 99 39 196 138 602 447 Segment assets* 1 288 983 409 273 1 011 738 2 708 1 994 People 15 265 14 498 313 189 1 374 1 123 16 952 15 810 LTIFR (Fatalities) 2.1(10) 3.2(4) 6.9(0) 6.0(0) 1.1(0) 0(0) 2.2(10) 3.1(4) Order book* 12 035 3 313 959 733 3 724 2 944 16 718 6 990 The Construction Global Underground Mining operating platform is led by Peter Adams. It comprises five Cementation businesses based in Johannesburg, Perth, North Bay (Canada), Salt Lake City and Santiago. Consolidated revenues increased 46% to R7,8 billion (2010: R5,3 billion) with operating profit up 35% to R602 million (2010: R447 million), at a margin of 7,7% (2010: 8,4%). Sustained worldwide demand for commodities resulted in improved activity in all three operating regions and prospects are expected to remain positive for the foreseeable future. The businesses are currently involved in the development of 21 deep level shafts across all regions. Construction Australasia Oil & Gas and Minerals Clough Forge(5)
R millions* 2011 2010 2011 2010 Revenue* 5 387 3 843 2 926 1 642 Operating profit* 269 204 396 277 Segment assets* 2 056 2 667 People 3 527 3 103 LTIFR (Fatalities) 0.2(0) 2.2(0) Order book* 11 467 6 685 (5) Reflected at 100%. Forge is equity accounted as a 33% (2010: 31%) associate within the consolidated results. The 2010 results are for a full year for comparative purposes, even though the interest in Forge was only acquired in April 2010. Kevin Gallagher has been appointed Clough CEO to succeed John Smith by the end of the calendar year. Murray & Roberts holds a 62% shareholding in Clough Limited, a company that delivers an integrated engineering, procurement and construction service primarily to oil & gas and minerals projects in Australia and Southeast Asia. Clough in turn owns 33% of Forge Group Limited, also an ASX listed company, involved in engineering, construction, procurement and maintenance in the mineral resources sector. Revenues increased 40% to R5,4 billion (2010: R3,8 billion) with operating profit up 32% to R269 million (2010: R204 million) at a margin of 5,0% (2010: 5,3%). Australian government support for the development of their resources sector, together with ongoing high levels of investments in oil & gas and minerals projects, present many opportunities for Clough and the Clough-Forge relationship. Full details on the Clough and Forge financial results for the year to 30 June 2011 and its prospects are published on www.clough.com.au and www.forgegroup.com.au respectively. Engineering Africa Power Programme(6) Engineering(7) Total R millions* 2011 2010 2011 2010 2011 2010 Revenue* 3 337 1 099 757 619 4 094 1 718 Operating (loss) /profit* (34) 38 (17) 30 (51) 68 Segment assets* 901 1 557 340 245 1 241 1 802 People 4 362 2 557 831 629 5 193 3 186 LTIFR (Fatalities) 1.5(0) 0.8(0) 1.0(0) 2.3(0) 1.3(0) 1.5(0) Order book* 13 411 15 578 800 569 14 211 16 147 (6) Murray & Roberts Projects power programme contracts and Genrec. (7) Includes Wade Walker, Concor Engineering and Murray & Roberts Projects non- power programme projects. Effective 1 July 2011, Frank Saieva assumed executive responsibility for the Engineering Africa operating platform. The platform includes Murray & Roberts Projects, Genrec, Wade Walker and Concor Engineering. The results of Murray & Roberts Projects and Genrec`s involvement in the Medupi and Kusile power station projects are grouped together under the Power Programme. Consolidated revenues increased 138% to R4,1 billion (2010: R1,7 billion) primarily driven by increased activity on the power station projects. A new commercial arrangement was entered into between Murray & Roberts Projects and the main contractor on the power station projects, Hitachi Power. The arrangement settles past disputes and significantly reduces the commercial risk and future profitability on the power projects is now probable. Murray & Roberts Projects is also active in a number of other projects and is seeking further opportunities in minerals, water and industrial projects. Genrec is operating at full capacity manufacturing steel for the power station projects, while positioning itself for future opportunities outside the power programme. Wade Walker suffered from delays in the award of new work during the year under review but now has a strong order book that is well diversified across geographies and sectors. Construction Products Africa Construction Industrial Total Products(8) Products(9) R millions* 2011 2010 2011 2010 2011 2010 Revenue* 3 147 4 988 1 010 764 4 157 5 752 Operating profit* 75 612 117 6 192 618 Ongoing activities* 154 612 117 6 271 618 Asset impairment* (79) - - - (79) - Segment assets* 1 663 1 909 438 823 2 101 2 732 People 3 808 3 939 1 122 1 277 4 930 5 216 LTIFR (Fatalities) 2.6(1) 3.7(0) 7.6(0) 5.1(0) 3.9(1) 4.0(0) Order book* 587 367 2 421 1 809 3 008 2 176 (8) Includes Hall Longmore, Rocla, Much Asphalt, Ocon and Technicrete. (9) UCW. Orrie Fenn leads the Construction Products Africa operating platform. The platform comprises Hall Longmore, Much Asphalt, Rocla, Technicrete and Ocon Brick. Industrial Products reflects the Group`s investment in Union Carriage & Wagon (UCW). Consolidated revenues decreased 28% to R4,2 billion (2010: R5,8 billion). Revenues at Hall Longmore declined sharply following the completion of Transnet`s 720 kilometre New Multi-Product Pipeline project. This major project, worth more than R2 billion to Hall Longmore, accounted for 70% of its turnover in the prior year. After incurring idle factory time, progress is being made in re-establishing the order book. Much Asphalt again performed well on the back of ongoing freeway and other road construction in the major metropolitan regions. Decisive measures were taken in the year to position Rocla for profitability. The company`s trading environment was extremely challenging, with Government cutting back on infrastructure spend and little to no activity in the residential market. The building products businesses, Technicrete and Ocon, performed well in the face of difficult conditions in the building industry. UCW performed well delivering a substantial number of locomotives. A contract extension for the production of additional locomotives for Transnet was concluded and UCW is again engaged in PRASA`s refurbishment programme. Health, safety and environment The safety of all who work for and with Murray & Roberts is of paramount importance. The Health, Safety and Environment Committee worked tirelessly with management, throughout the year, to sharpen its focus on workplace safety and to chart new and improved principles, practices and procedures. DuPont Sustainable Solutions ("DuPont") were tasked with assessing our South African operations against international best practice. An outcome of the DuPont process, which is still underway, is the formulation of a new Group health and safety plan to support our vision of "Together Towards Zero Harm" for Health, Safety and the Environment. The actions taken in this critical area underscore the importance that Murray & Roberts attaches to safety. We are determined to increase our efforts across the Group to keep our people safe and to weave safety considerations into the fabric of the business. Murray & Roberts creates permanent value by establishing infrastructure that serves societies and communities. In doing so, the Group is committed to inflicting no harm on the environment. Operations mostly have a low environmental impact but we acknowledge that the Group still has much work to do in this important aspect of the business. Human capital, transformation and skills development Our people give Murray & Roberts its competitive edge. The Group continues to invest significantly in retaining and developing talent across all of its operations. The Group initiated a leadership assessment programme to identify talent for mentoring and fast-tracking and 187 delegates took part in Leadership Development Programmes. Empowering all of our people will be a key driver for success and the Group is acutely aware of the need to create an environment in which transformation can take place to become a preferred employer among talented black graduates, artisans and managers. While there was no major change to the Group`s Broad- Based Black Economic Empowerment rating this year, Murray & Roberts remains committed to the principles of equitable, affirmative access to economic and employment rights. The Group retained Level 4 contributor status. Leadership The Group`s future Executive Committee will consist of Henry Laas (chairman), Cobus Bester, Orrie Fenn, Peter Adams, Nigel Harvey, Ian Henstock, Frank Saieva, Andrew Skudder and Yunus Karodia as company secretary. Guided by renewed purpose, values and vision, the Group`s operating structure has been realigned to best support the Recovery & Growth plan. The structure has focussed operating platforms with businesses grouped by similar markets and core competencies allowing better risk management and decision-making. The five operating platforms are: Construction Africa and Middle East; Construction Australasia Oil & Gas and Minerals; Construction Global Underground Mining; Engineering Africa; and Construction Products Africa. The operating platforms bring together industry leading capabilities and strong brands. Business plans for all operating platforms have been defined and will be vigorously pursued to ensure a strong and dynamic Murray & Roberts. The new executive team is committed to a leadership style that affords the highest priority to sound relationships with all the Group`s stakeholders. We seek to build trusted partnerships with employees, the investment community, suppliers and partners, and most importantly with our customers and clients. Dividend The Board has resolved not to declare dividends until the Group`s liquidity position has improved. Board of directors During the year, the Board appointed Bill Nairn as a non-executive director. Henry Laas and Cobus Bester were appointed as group chief executive and group financial director respectively with effect from 1 July 2011, following the retirement of Brian Bruce and Roger Rees. Malose Chaba and Trevor Fowler resigned as executive directors of the Company and Group during the year. Non- executive director, Imogen Mkhize retired during the year. Order book and prospects The Group`s order book, which now includes Hall Longmore and UCW, at 30 June 2011 was R55 billion (2010: R44 billion). The operating margin contained in the order book is within the Group`s strategic range of 5,0% to 7,5%. The Group`s strength lies in its diversity, in terms of the breadth of the services and products offered across the engineering and construction value chain, as well as market spread and exposure to different economic cycles. The Group expects a return to an acceptable level of profitability in the year ahead and all operating platforms other than Construction Africa are forecast to experience improved trading conditions. The level of this profitability will depend on economic conditions, order book development and conversion, particularly in South Africa and reduction of working capital. Murray & Roberts embarks on the 2012 financial year with new leadership, a renewed focus on risk management, health and safety, a sound order book and a determination to grow the business while shrinking debt. The information on which this prospect statement is based has not been reviewed or reported on by the Group`s external auditors. On behalf of the directors Roy Andersen Chairman of the Board Henry Laas Group Chief Executive Cobus Bester Group Financial Director Bedfordview 31 August 2011 Registrar: Link Market Services South Africa (Pty) Limited 13th Floor, Rennie House 19 Ameshoff Street Braamfontein 2001 PO Box 4844 Johannesburg 2000 Registered office: Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview 2007 PO Box 1000 Bedfordview 2008 website: www.murrob.com .mobi site: http://murrob.mobi e-mail: clientservice@murrob.com Murray & Roberts Holdings Limited Registration No. 1948/029826/06 Directors: RC Andersen* (Chairman) HJ Laas (Managing and Chief Executive) DD Barber* AJ Bester O Fenn1 ADVC Knott-Craig* NM Magau* JM McMahon1* WA Nairn* AA Routledge* M Sello* SP Sibisi* RT Vice* 1 British *Non-executive Secretary: Y Karodia Disclaimer We may make statements that are not historical facts and relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "endeavour" and "project" and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. If one or more of these risks materialise, or should underlying assumptions prove incorrect, actual results may be very different from those anticipated. The factors that could cause our actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements are discussed in each year`s annual integrated report. Forward-looking statements apply only as of the date on which they are made, and we do not undertake other than in terms of the Listings Requirements of the JSE Limited, to update or revise any statement, whether as a result of new information, future events or otherwise. All profit forecasts published in this report are unaudited. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein. Bedfordview 31 August 2011 Sponsor Deutsche Securities (SA) (Proprietary) Limited Date: 31/08/2011 15:55:11 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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