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WILSON BAYLY HOLMES-OVCON LIMITED - Audited consolidated financial statements for the year ended 30 June 2013

Release Date: 02/09/2013 08:35
Code(s): WBO     PDF:  
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Audited consolidated financial statements for the year ended 30 June 2013

Wilson Bayly Holmes  Ovcon Limited Building and civil engineering 
contractors (Registration no. 1982/011014/06)
ISIN No: ZAE 000009932
Share code: WBO

Audited consolidated financial statements for the year ended 30 June
2013

HIGHLIGHTS Revenue up 32,9%
Operating profit down 3,7% 
Headline earnings down 1,4% 
Dividend per share up 4,5%

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE

                                      %       Audited      Restated
                                 change     June 2013     June 2012           
                                                R000         R000
Revenue                            32,9    23 773 481    17 893 351
Operating profit before 
non-trading items                  (3,7)      939 191       975 702
Impairment of goodwill                         (9 112)      (23 220)
Contingent consideration refunded               9 720                            
Fair value adjustments to 
investments                                                    (80)
Impairment of property, 
plant and equipment                              (536)            
Impairment of financial assets                 (6 429)       (9 398)
Profit on disposal of investments                           41 982
Share-based payment expense                   (24 990)      (10 420)
Operating profit                              907 844       974 566
Share of profits and losses from 
associates                                     (14 890)      (39 538)
Income from investments                        144 672       195 029
Operating income                             1 037 626     1 130 057
Finance costs                                  (29 049)      (13 894) 
Profit before taxation                       1 008 577     1 116 163
Taxation                                      (333 672)     (403 003)
Profit for the year                (5,4)       674 905       713 160
Operating margin                                  4,0%          5,5% 
Profit attributable to:
Equity shareholders of Wilson
Bayly Holmes-Ovcon Limited                     611 745       648 754
Non-controlling interests                       63 160        64 406
                                               674 905       713 160
Earnings per share (cents)         (6,7)       1 104,3       1 184,0
Diluted earnings per share
(cents)                            (7,2)       1 093,3       1 177,6
Headline earnings per share
(cents)                            (1,4)       1 150,9       1 166,7
Diluted headline earnings per 
share (cents)                      (1,8)       1 139,4       1 160,4
Dividend per share (cents)          4,5          368,0         352,0

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME 
    
                                               Audited    Restated
                                             June 2013   June 2012
                                                 R000       R000
Profit for the year                            674 905     713 160
Translation of foreign entities                125 374      82 435
Share of associates comprehensive income       28 873       6 646
Total comprehensive income for the year        829 152     802 241
Total comprehensive income attributable to:
Equity shareholders of Wilson Bayly
Holmes-Ovcon Limited                           765 992     737 835
Non-controlling interests                       63 160      64 406
                                               829 152     802 241

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                              Audited     Restated
                                            June 2013    June 2012
                                                R000        R000
ASSETS
Non-current assets                          3 384 834    3 043 512
Property, plant and equipment               1 949 689    1 657 974
Goodwill                                      582 509      555 599
Investment in associates                      442 123      420 362
Other non-current assets                      410 513      409 577
Current assets                              8 697 639    8 298 365
Other current assets                        5 362 080    5 229 482
Cash and cash equivalents                   3 335 559    3 068 883
Total assets                               12 082 473   11 341 877
EQUITY AND LIABILITIES
Capital and reserves                        4 575 365    4 323 696
Stated capital and reserves                 4 423 257    4 110 338
Non-controlling interests                     152 108      213 358
Non-current liabilities                       172 482      163 032
Long-term financial liabilities               160 745      151 411
Other non-current liabilities                  11 737       11 621
Current liabilities                         7 334 626    6 855 149
Other current liabilities                   7 334 626    6 855 149
Total equity and liabilities               12 082 473   11 341 877

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                              Audited     Restated
                                            June 2013    June 2012
                                                R000        R000
Ordinary share capital and reserves at      
the beginning of the year                   4 110 338    3 485 376
Profit for the year                           611 745      648 754
Other comprehensive income for the year       125 374       82 435
Share of associates other comprehensive 
income                                         28 873        6 646
Share of movement in associates equity                     7 969
Dividend paid                                (241 619)    (203 613) 
Treasury shares sold                                       47 512
IFRS 2 share-based payment expense             24 990       10 420
IFRS 2 share-based payment settlement           2 569            
Changes in shareholding                      (239 011)      24 839
Ordinary share capital and reserves at 
the end of the year                         4 423 257    4 110 338

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                              Audited     Restated
                                            June 2013    June 2012
                                                R000        R000
Cash generated from operations              1 584 228      970 833
Income from investments                       135 237      116 570
Finance costs                                 (29 049)     (13 593) 
Taxation paid                                (408 079)    (381 377) 
Dividends paid                               (282 357)    (203 613) 
Cash retained from operations                 999 980      488 820
Net cash flow from investing activities      (675 621)    (300 748) 
Net cash flow from financing activities      (102 860)     (36 280) 
Net increase in cash and cash equivalents     221 499      151 792
Cash and cash equivalents at the beginning 
of the year                                 3 068 883    2 866 379
Foreign currency translation effect            45 177       50 712
Cash and cash equivalents at the end 
of the year                                 3 335 559    3 068 883

SEGMENTAL INFORMATION
                                             Audited     Restated
                                       %   June 2013    June 2012
                                  margin       R000        R000
Segment revenue
 Building and civil engineering           6 528 934    5 233 396
 Roads and earthworks                     5 073 998    4 279 162
 Australia                               12 141 346    8 291 229
 Other operations                            29 203       89 564
                                          23 773 481   17 893 351
Segment operating profit
 Building and civil engineering   3,7%      240 234      272 028
 Roads and earthworks            10,0%      505 162      492 124
 Australia                        1,5%      184 202      203 373
 Other operations                32,9%        9 593        8 177
                                             939 191      975 702

RECONCILIATION OF HEADLINE EARNINGS

                                             Audited     Restated
                                       %   June 2013    June 2012
                                  margin       R000        R000
Attributable profit                          611 745      648 754
Adjusted for: 
Group:
Impairment of goodwill                         9 112       23 220
Impairment of financial assets                 1 669        9 398
Profit on disposal of investments                        (41 982)
Impairment of property, plant and 
equipment                                        536            
Loss/(profit) on disposal of
property, plant and equipment                    766       (4 582)
Tax effect thereof                              (523)      (4 386) 
Associates:
Loss on dilution of interest
in associate                                   1 802            
Impairment of goodwill                         2 855        6 334
Loss on disposal of investments                9 055        2 919
Impairment of property, plant and 
equipment                                        620            
Tax effect thereof                               (87)        (409)
Headline earnings                  (0,3)     637 550      639 266

ORDINARY SHARES

                                             Audited     Restated
                                      %    June 2013    June 2012
                                 margin        R000        R000
Issued (000)                                 66 000       66 000
Weighted average number of
shares (000)                                 55 397       54 795
Diluted weighted average
number of shares (000)                       55 956       55 092

RESTATEMENT OF PRIOR PERIODS
During the current year an error arising from the consolidation of
Probuild Constructions (Australia) Pty Ltd when the company changed from 
being an associate to a subsidiary, together with the fact that the 
non-controlling interests balance had incorrectly been
translated at the closing rate. The correction of which has resulted
in the restatement of prior year figures. The following table summarises 
the adjustments made to the statement of financial position as a result of 
the correction of this error.
                         
                        Intangible  Non-controlling  Stated capital
R000                       assets        interests    and reserves
Balances at 1 July         
2011 as previously 
reported                   390 467          258 305       3 371 904
Impact of error             82 931          (30 541)        113 472
Restated balances at
1 July 2011                473 398          227 764       3 485 376
Balance at 30 June
2012 as previously 
reported                   460 063          272 379       3 955 781
Impact of the error
at 1 July 2011              82 931         (30 541)         113 472
Impact of the error 
during 2012                 12 605         (28 480)          41 085
Restated balance at
30 June 2012               555 599          213 358       4 110 338

There was no impact on the statement of financial performance, other 
comprehensive income or cash flows.

SUBSEQUENT EVENTS
In April 2013, Capital Africa Steel (CAS) an associate of the group
entered into an agreement to facilitate the exit of a minority shareholder 
in terms of which it repurchased 10% of its share capital for R16 million. 
The transaction was unconditionally approved by the South African 
Competition Authorities in terms of the Competition Act No 89 of 1998 in 
July 2013.
This transaction resulted in the group increasing its interest from
50% to 55,6% and gaining control. As a result the company will be
consolidated effective 1 July 2013.
Had CAS been consolidated from 1 July 2012, group revenue would have 
amounted to R25,2 billion and group profit after tax would have been 
R672 million. These amounts have been calculated using the groups
accounting policies and by adjusting for the effects of related party 
transactions. The values provided below are provisional.
                                                          Fair value
                                                               R000
Non-current assets                                           749 005
Current assets                                               871 704
Non-current liabilities                                    (134 999)
Current liabilities                                        (821 308) 
Net identifiable assets and liabilities                      664 402
Deemed disposal
Deemed consideration                                         332 201
Investment in associate                                    (381 139) 
Loss on deemed disposal                                     (48 938) 
Deemed purchase
Deemed purchase price                                        332 201
Non-controlling interest                                     295 260
Identifiable assets                                        (664 402)
Gain on bargain purchase                                      36 941

COMMENTARY
BASIS OF PREPARATION
The condensed financial statements have been prepared in accordance
with the recognition and measurement principles of International Financial 
Reporting Standards (IFRS), IAS 34: Interim Financial Reporting, the SAICA 
Financial Reporting Guides issued by the Accounting Practices Committee, 
the South African Companies Act 71 of 2008 and the JSE Listings 
Requirements. The principal accounting policies used in the preparation of 
the audited results for the year ended 30 June 2013 are consistent with 
those applied for the previous year.
Wilson Bayly Holmes-Ovcon Limited (WBHO) makes estimates and assumptions 
concerning the future, particularly in regard to construction profit 
recognition, provisions and the fair value of certain assets. The resulting 
accounting estimates can, by definition, only approximate the actual results. 
Estimates and judgements are based on historical experience and other factors, 
including expectations of future events which are believed to be reasonable 
at that time.
These results have been audited by the independent, external auditors, BDO 
South Africa Inc. and their unqualified audit opinion is available for 
inspection at our registered office.

FINANCIAL OVERVIEW 
Financial performance
Revenue has increased by 32,9% in the current year, from
R17,9 billion to R23,8 billion as a result of solid growth within each of 
the groups operating segments and a general improvement in the construction 
operating environment. The growth in revenue was further assisted by a 
weakening rand against both the US and Australian dollar.
Despite the growth in revenue, operating profit before non-trading
items has decreased by 3,7% from R976 million to R939 million with a 
corresponding decrease in the operating margin from 5,5% to 4,0%.
The most significant factors contributing to this decrease can be
attributed to additional provisioning of R91 million in respect of the 
Competition Commission penalty which was finalised in July, additional 
provisioning of R145 million within three loss-making contracts in 
Australia and the general completion of contracts in all operating 
segments awarded when margin pressure was at its greatest.
Profits within Renniks Construction (Pty) Ltd (Renniks) have not met
the earn-out target set at the time of acquisition and the
contingent consideration was reduced by R9,7 million, the refund for which 
was received. The negative profit outlook also necessitated an impairment 
of the remaining goodwill in the company.
The increase in the IFRS2 share-based payment expense is a result of 
shares issued to middle management at the end of FY12 together with
a new allocation of shares within Akani Investments (Pty) Ltd.
Capital Africa Steel (Pty) Ltd (CAS) generated operating profits of R38 
million (2012: R17 million) in the year. These earnings were negatively 
affected by CAS share of equity accounted losses from
Alert Steel, a loss arising from the sale of Alert Steel and exchange 
differences arising from currency fluctuations, ultimately resulting in an 
attributable loss of which the groups share amounts to R29 million. The 
loss was partially offset by the groups share
of profits in Gigajoule International (Pty) Ltd, which has seen good 
growth in gas sales in Mozambique this year.
The effective tax rate remains inflated at 33,3% due to the differential 
in foreign tax rates in Africa and Australia and the Competition 
Commission penalty being non-deductible.
Overall earnings per share has declined by 6,7% to 1 104 cents per share 
(2012: 1 184 cents per share) and headline earnings per
share has declined by 1,4% to 1 151 cents per share (2012: 1 167 cents per 
share).
Financial position
The carrying amount of property, plant and equipment has increased from 
R1,7 billion to R1,9 billion as the group continues to invest
in a modern and reliable fleet of plant. The group has grown the fleet 
further in the current year to support the growth in both the Roads and 
Earthworks division as well as WBHO Civils in Australia. Plant capital 
expenditure in the current year amounted to R497 million, of which R218 
million related to replacement within the existing fleet and R279 million 
related to expansion of the fleet. A budget of R430 million has been 
authorised for FY14, R115 million in respect of expansion and the balance 
in respect of replacement.
The cash balances remain stable reflecting a 9% increase from R3,1 billion 
to R3,3 billion. Cash generated from operations amounts to R1,6 billion 
compared to R971 million generated in the comparative period.
Financial guarantees issued to third parties amount to R4,7 billion
(2012: R3,2 billion). 
Changes in shareholding
Effective 1 July 2012, Probuild Constructions Pty Ltd (Probuild) acquired 
the remaining interest in Contexx Pty Ltd (Contexx) for an amount of 
AU$32,6 million (R281,3 million) which resulted in a debit amount of 
AU$11,6 million (R96,9 million) being recognised in
equity. AU$19,2 million of the purchase price was settled in cash and 
AU$13,3 million was settled via an issue of shares in Probuild. 
On 3 September 2012, WBHO Australia Pty Ltd acquired an additional 4,1% interest 
in Probuild at a cost of AU$9,7 million (R84,1 million) which resulted in a 
debit amount of AU$7,1 million (R61,9 million) being recognised in equity.
Other smaller transactions with minority shareholders in Probuild, either 
through share buy-backs or direct acquisitions, resulted in a further 
debit amount of AU$2,5 million (R22,3 million) being recognised in equity.
Locally, the shareholders of Renniks Construction (Pty) Ltd
exercised  options to sell an additional 10% interest in the company in 
terms of the original purchase agreement. The purchase
consideration amounted to R2,3 million and a credit amount of R0,2 million 
was realised in equity.

BUILDING AND CIVIL ENGINEERING
There has been a definite increase in available projects during the
year as is evident in the revenue growth of 25%. However, the market 
remained competitive and the operating margin declined further in
the current year from 5,2% to 3,7%. The La Croisette contract in
Mauritius has been terminated following a dispute between the client
and the professional team. The courts there have interdicted the 
professional team from issuing any further payment certificates. The 
division has impaired all uncertified revenue as well as two
unpaid certificates in the debtors book, which impacted the margin 
negatively. Furthermore, building projects secured throughout most of FY12 
have been at historically low margins and the completion of these projects 
in FY13 is reflected in the declining margin. 
Building
Following growth of 16% in Gauteng in FY12 moderate growth of 12%
was again achieved in FY13. There is significant activity in the
commercial office sector in and around Sandton and Rosebank together with 
ongoing shopping centre refurbishments. The division has negotiated all 
but two of the major projects currently on its books. Two additional 
retail projects have also recently been secured within a 100km radius 
of Johannesburg. Major projects substantially completed this year include 
the Standard Bank offices in Rosebank, a refurbishment of ABSAs offices 
in Pretoria and the UNISA Campus in Florida. Projects still under 
construction include a mixed use development in Newtown, the refurbishment 
of the Mall of Rosebank and an office development in Alice Lane, Sandton.
Each of the coastal regions generated revenue growth in excess of
20% during the year and are again reaching capacity from a resource 
perspective. In the Western Cape, like Gauteng, most projects are 
negotiated. Significant projects this year include the Silo One mixed use 
precinct at the Waterfront which is essentially complete, a hospital for 
Netcare at Roggebaai as well as the commencement of the Kathu solar farm 
in the Northern Cape together with the groups Projects division. In 
KwaZulu-Natal (KZN) the division identified a number of opportunities 
arising from mining activity in the Teteregion in Mozambique and has secured 
and commenced three projects in the area in conjunction with the Roads and 
earthworks division which already has a presence there. Within KZN itself 
the tender market also remained highly competitive, however, the division 
secured and commenced an office development in Umhlanga. Hospital work 
continues to provide a number of projects each year. The division is also 
active in the Durban Harbour on behalf of Transnet. In the Eastern Cape, 
the Kinako and Queenstown shopping centres together with the Hemingsway Casino, 
all of which are now complete, were the main revenue contributors in FY13.
Internationally, the division secured a shopping centre in Accra, Ghana 
for an existing local client. Resources have been drawn from each of the 
regions to execute the current contract. An international division has 
been formalised to drive further growthin Central and West Africa. Three 
additional contracts are currently being negotiated internationally.
Civil engineering
Revenues from the Civil engineering division were flat year on year.
Locally commodity prices and labour instability have had a negative impact 
on capital expenditure within the mining sector and the market remains 
competitive. Margins are stable but below optimum levels given the nature 
of the contracts. Projects underpinning the divisions revenue are the Kusile 
civil works for the new coal-fired power station in Mpumalanga, a chrome 
plant at Project Lion for Xstrata Alloys as well as a coal plant for Xstrata 
Coal at its Tweefontein mine in Ogies. Internationally, the division had 
three projects in Zambia: two mining projects and a new brewery for
SAB Miller.

ROADS AND EARTHWORKS
During the current year, the division achieved revenue growth of
19%. The growth was evident across most of the divisions markets
and regions. Operating profit increased by R13 million to R505 million 
(2012: R492 million), however, the margin decreased from
11,5% to 10,0%.
Locally, revenue growth amounted to 26% as revenue streams recovered
following some improvement in market conditions. The division experienced 
good growth across all sectors of the local market which include mining 
and road projects, dams, pipelines and rural housing. Margins from mining 
projects are stable, however, the number of major projects in the market 
remains relatively few. The division is executing the bulk earthworks for 
Xstrata Coal at the Tweefontein mine alongside the groups Civil engineering 
division. Margins within the road sector remain extremely thin and certain 
tenders have been lump sum, design and construct contracts which confer 
additional risks onto the contractor. The division has a number of current 
road contacts most notably the N4 highway through Middelburg and Nelspruit 
as well as the Watson Highway in KZN. A substantial portion of outstanding 
monies in respect of the Free State Roads contracts were settled during 
the year and work has commenced to complete the remainder of the roads. Edwin 
Construction continues to perform well in the provincial road market 
completing a significant amount of rehabilitation works in Limpopo. 
Roadspan was profitable and showed growth over the period. The market for 
large pipe-laying contracts remains buoyant and WBHO Pipelines continues 
to gain market share in this sector. This year the division successfully completed 
the 150km gas pipeline for SASOL, while the raw water pipeline at Kusile for Eskom 
has been contractually challenging. Construction of the ash dam as part of the 
Kusile ancillary works gained traction in the current year and, the project is 
progressing well. Rural housing continues to provide new projects each year 
and although logistically challenging are executed at satisfactory margins for the 
division. The division has now cemented its reputation for good quality 
and delivery within this sector as well. 
Internationally, the division achieved revenue growth of 16%. Good growth 
was seen out of Mozambique and Botswana, while West African revenues remained 
consistent with FY12. In Mozambique additionalworks for Vale and Riversdale at 
the coal mines in Tete as well the ongoing construction of the Nacala Dam 
contributed towards revenues. In Botswana the AK6 mining project continued to 
contribute strongly towards revenue, while WBHO Pipelines commenced work on the 
84km North South Carrier water pipeline in joint venture with an international 
contractor. In West Africa the division achieved another strong performance and has 
completed the 76km haul road in Guinea, while in Sierra Leone both the 
Tonkilili railway line and concrete works for a bulk rail handling 
facility for AML Mining were handed over. Numerous contracts were executed 
for repeat mining clients in Ghana, the most notable being the bulk 
earthworks and tailings dam at Newmonts Golden Ridge mine as well as a 
tailings storage facility for Anglogold Ashanti at the Iduapriem mine.

AUSTRALIA
The Australian building market, whilst remaining competitive from a
margin perspective, was particularly buoyant in Melbourne and this was the 
main driver behind the growth in Australian revenue in FY13. In dollar 
terms the growth achieved was 29% and this was further assisted to 46% in 
rand terms as a result of rand weakness. Probuild currently has three 
challenging projects on its books, in Melbourne, Sydney and Perth 
respectively. Provisioning within these projects together with 
restructuring costs following the merger of Probuild and Contexx has 
resulted in margins declining from 2,5% in FY12 to 1,5% in FY13. 
Probuild
With the exception of the three loss-making projects mentioned
above, Probuild delivered a solid performance. In Melbourne, strong demand 
for high-rise residential projects has been a consistent source of 
projects for the group since the acquisition of Contexx
and five residential towers in excess of AU$100 million in value are
currently under construction. Activity within the retail and commercial 
building sectors was also healthy. The AU$220 million Highpoint shopping 
centre was completed and work on the Woodgrove shopping centre is 
progressing well. The technically challenging AU$128 million Monash 
University teaching and laboratory facility was also completed during the 
year. Having secured two $50 million projects in Sydney in FY12, Probuild 
achieved strong revenue growth in FY13 following the award of two further 
projects of approximately AU$30 million; however, losses from Panorama, a 
mixed use residential project, hampered profitability. In Perth the building
market remained stable despite a slowdown in the mining sector which has 
driven growth in recent years. Revenue levels were consistent with FY12 
with the QE II Medical Centre car park and the student accommodation for 
the WA University being the significant revenue contributors. Probuild 
Civil, working in Queensland, delivered revenue in line with FY12 and 
contributed strongly towards the groups profitability.
WBHO Civil
Declining global demand for resources has seen lower commodity
prices during the year and the consequential slowdown in the Western
Australian mining sector which is a main source of projects for WBHO 
Civil. Fewer available projects have seen an increase in competitiveness. 
Despite the market challenges WBHO Civil delivereda strong performance. 
A 15% decrease in revenue was more as a result of refocusing of certain 
business units following the consolidation of three different companies 
in the previous year. Operating profits more than doubled albeit off a 
relatively low base and the company was awarded its first contract in 
excess of AU$100 million for the civil works and earthworks at the Burrup 
Technical Ammonia Nitrate Facility in the Pilbara region. Work is progressing 
well on the recently awarded Gidji II tailings storage facility in the 
Goldfields region following the completion of various other successful mining 
projects in FY13. Increased plant capital expenditure has decreased reliance 
on external suppliers and improved reliability.

OTHER OPERATIONS 
Property
Sales at the Simbithi Eco-Estate development in KZN remained strong, while 
sales at the St Francis Links development in the Eastern Cape remain 
beleaguered. Holding costs for the development are limited
and we are able to wait for a recovery in the second home market.
Associated companies
Capital Africa Steel (CAS)
CASs rebar and reinforcing business achieved another solid result in FY13 
with revenue growth of 11%. The pipe factory increased production by 
approximately 10 000 tonnes which increased revenue by 67%. The factory has 
experienced production issues at these increased volumes which is receiving 
managements focused attention. These issues together with currency losses 
resulted in FY13 profits decreasing in comparison to FY12. Rationalisation 
within both the long-steel and pipe supply markets should see CAS gain further 
market share in these sectors in FY14. The aggregate and ready mix businesses 
performed well and delivered profits in the current year. The shelving and 
racking businesses continue to disappoint.
Gigajoule
Through Gigajoule, the group has an interest in the Matola Gas
Company which sells gas in the Mozambican gas market. Gas sales have
increased steadily in recent years and profits are now contributing
well to the groups performance.

ORDER BOOK AND PROSPECTS
At 30 June 2013 the groups order book has grown by 15,1% over the 
previous year to R24 billion (2012: R20,9 billion) of which R21 billion is 
expected to be executed in FY14.
                                      2013  2013     2012    2012
                                       Rm     %      Rm       %
Order book by segment
Building and civil engineering       9 369    39    4 202      20
Roads and earthworks                 3 817    16    4 645      22
Australia                           10 806    45   12 006      58
Total                               23 992   100   20 853     100
Order book by geography
South Africa                        11 899    49    6 823      33
Africa                               1 287     6    2 024       9
Australia                           10 806    45   12 006      58
Total                               23 992   100   20 853     100

Prospects
Margins within the local building markets are improving and, as can be 
seen from the 123% increase in the Building and civil engineering
divisions order book, activity levels are high. Recent major awards 
include a refurbishment of the Silverstar Casino and the Eyethu Orange 
Farm shopping centre. Current levels of commodity prices continue to 
affect activity in the mining sector locally as well as in Africa and 
Australia. Of particular concern is the decline in mining projects in West 
Africa. Furthermore the suspension of the Mayoko project for Exxaro in the 
Congo has affected the Roads and earthworks order book. The project is 
anticipated to commence later in the year and WBHO remains the preferred 
contractor. The Roads and earthworks division has secured additional 
projects to the value R680 million at the time of going to press. We expect 
a number of opportunities to arise in the oil and gas market in Mozambique 
and have established a regional office in Pemba to focus on these. The 
road market remains competitive.
In Australia, the merger of Probuild and Contexx has created Tier
One construction capabilities across all the major sectors in Melbourne. 
The building market in Sydney is showing signs of revival after many years 
of static activity. Not included in Probuilds order book are the AU$355 
million Eastland shopping centre, a AU$155 million multi-story residential 
tower and AU$65 million offices for South East Water for which Probuild is 
the preferred contractor. WBHO Civil has now stabilised after last years 
restructuring and the award of high profile contracts in FY13 will raise the 
profile of the business in FY14.

COMPETITION COMMISSION
The fast-track settlement process with the Competition Commission was 
finally concluded on 24 June 2013. The group received a penalty of R311 
million which has been fully provided for within current and
previous reporting periods. The group has one remaining transgression to 
settle with the Commission outside of the fast- track settlement process 
and no provision has yet been made in this regard. The directors regret 
this past behaviour and are confident that infringements of the Act within 
the group have, for some time, been fully eradicated. Systems and controls 
are now in place to prevent this practice. The industry has suffered 
severe reputational damage during this process and efforts are being 
focused on restoring credibility with all stakeholders.

HEALTH AND SAFETY, EMPOWERMENT AND ENVIRONMENTAL
This year the LTIFR has decreased to 1,35 from 1,57 in FY12. The group has 
taken measures to drive safety standards to new levels following the death 
of five subcontractor employees this year. The group also lost four of its 
own employees in motor vehicle accidents. Our sincere condolences go out 
to all the families concerned.
The group has retained a Level 2 empowerment rating which is commendable 
considering that the targets across all seven elements within the 
Construction Charter have increased.
This year the group achieved full ISO 14001:2004 accreditation in
South Africa and remains committed to responsible environmental
management within the organisation.

APPRECIATION
The directors and management would like to thank all stakeholders
for their continuous support and loyalty.

CHANGES TO THE BOARD OF DIRECTORS
Non-executive director, Mr Malcolm McCulloch resigned from the board on 22 
February 2013. We thank Mr McCulloch for his valuable contribution over 10 
years of service on the board. The Nomination committee is looking for a 
suitable replacement candidate.

DIVIDEND DECLARATION
Notice is hereby given that the directors have declared a final gross 
dividend, from income reserves, of 233 cents per share (2012: 242 cents) 
payable to all shareholders recorded in the register on Friday, 
18 October 2013.
The dividend is subject to dividend withholding tax at 15% and the
net dividend will therefore be 198,05 cents per share for those 
shareholders who are not exempt therefrom. The company has no STC credits.
The number of shares in issue at the date of the declaration amount
to 66 000 000 (55 397 676 exclusive of treasury shares). The companys 
tax reference number is 9999597710.
The following dates are also relevant:
Last date to trade cum dividend:            Friday, 11 October 2013
Trading ex dividend commences:              Monday, 14 October 2013
Record date:                                Friday, 18 October 2013
Payment date:                               Monday, 21 October 2013
Shares may not be dematerialised or rematerialised between Monday,
14 October 2013 and Friday 18 October 2013, both dates inclusive.

By order of the board
MS Wylie          EL Nel                    CV Henwood
Chairman          Chief Executive Officer   Chief Financial Officer
Johannesburg
30 August 2013

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