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THE SPAR GROUP LIMITED - SPAR results presentation for the year ended 30 September 2014

Release Date: 12/11/2014 07:05
Code(s): SPP     PDF:  
Wrap Text
SPAR results presentation for the year ended 30 September 2014

THE SPAR GROUP LIMITED ("SPAR" or "the company" or "the group")
Registration number: 1967/001572/06
ISIN: ZAE 000058517
JSE share code: SPP

SPAR RESULTS PRESENTATION
FOR THE YEAR ENDED 30 SEPTEMBER 2014

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME


                                                                                                               Restated*
                                                                                               Audited           Audited
                                                                                            Year ended        Year ended
                                                                                   %         September         September
Rmillion                                                                      Change              2014              2013
REVENUE                                                                         15.1          55 015.9          47 795.8
Turnover                                                                        15.0          54 483.0          47 387.3
Cost of sales                                                                                (49 985.1)        (43 566.6)
Gross profit                                                                                   4 497.9           3 820.7
Other income                                                                                     532.9             408.5
Operating expenses                                                              22.6          (3 150.2)         (2 570.3)
Trading profit                                                                                 1 880.6           1 658.9
BBBEE transactions                                                                               (13.2)            (13.3)
Operating profit                                                                13.5           1 867.4           1 645.6
Interest received                                                                                 34.2              34.0
Interest paid                                                                                    (37.9)            (24.8)
Finance costs                                                                                     (6.7)
Share of equity accounted associate (loss)/profit                                                (12.8)              3.3
Profit before taxation                                                          11.2           1 844.2           1 658.1
Taxation                                                                                        (499.2)           (470.8)
Profit for the year attributable to ordinary shareholders                       13.3           1 345.0           1 187.3
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on retirement funds                                                               (21.4)
Actuarial (loss)/gain on post-retirement medical aid                                              (8.1)             11.8
Items that may be reclassified subsequently to profit or loss:
Exchange differences from translation of foreign operations                                       16.1               0.6
Total comprehensive income                                                      11.0           1 331.6           1 199.7
EARNINGS PER SHARE
Earnings per share                                                   (cents)    13.0             778.2             688.8
Diluted earnings per share                                           (cents)    13.1             727.0             643.0
SALIENT STATISTICS
Headline earnings per share                                          (cents)    12.5             781.8             694.8
Diluted headline earnings per share                                  (cents)    12.6             730.4             648.6
Dividend per share                                                   (cents)    11.3             540.0             485.0
Net asset value per share                                            (cents)    (4.9)          1 751.1           1 842.2
Operating profit margin                                                   (%)                      3.4               3.5
Return on equity                                                          (%)                     43.4              39.6
HEADLINE EARNINGS RECONCILIATION
Profit for the year attributable to ordinary shareholders                                      1 345.0           1 187.3
Adjusted for:  
Loss/(profit) on disposal of property, plant and equipment                                         4.3              (0.1)
- Gross                                                                                            5.4              (0.2)
- Tax effect                                                                                      (1.1)              0.1
Impairment of goodwill                                                                             5.6               7.5
Loss on disposal of investments                                                                                      3.0
Profit on disposal of associate interests                                                         (1.5)
Profit on disposal of businesses                                                                  (2.1)
Headline earnings                                                                12.8          1 351.3           1 197.7
* Restated for the effect of IAS 19, refer to note 2

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION


                                                                            Restated*   Restated*
                                                                  Audited     Audited     Audited
                                                               Year ended  Year ended  Year ended
                                                                September   September   September
Rmillion                                                Notes        2014        2013        2012

ASSETS
Non-current assets                                                5 677.4     2 381.7     2 226.7
Property, plant and equipment                                     2 878.2     1 749.1     1 588.0
Goodwill                                                          2 545.2       387.6       391.0
Operating lease receivables                                          84.8        98.1       112.7
Investment in associates                                             45.9        52.6        40.0
Other investments                                                     2.9         1.9        20.9
Loans                                                                75.0        64.4        59.0
Deferred taxation asset                                              45.4        28.0        15.1
Current assets                                                   11 253.7     7 404.8     7 672.8
Inventories                                                       2 202.7     1 374.0     1 415.6
Trade and other receivables                                       8 515.1     5 841.3     5 341.1
Prepayments                                                          32.9        32.7        35.8
Operating lease receivables                                          56.2        39.1        34.3
Loans                                                                10.6         5.5         4.4
Bank balances - SPAR                                                323.6                   752.4
Bank balances - Guilds                                              112.6       112.2        89.2
Non-current assets classified as held for sale                       15.0
Total assets                                                     16 946.1     9 786.5     9 899.5
EQUITY AND LIABILITIES
Capital and reserves                                              3 026.5     3 175.6     2 826.9
Stated capital                                                       67.6        61.6        54.5
Treasury shares                                                     (48.2)      (42.8)       (6.9)
Currency translation reserve                                         16.6         0.5        (0.1)
Share based payment reserve                                         387.7       355.1       323.1
Equity reserve                                                     (545.7)
Retained earnings                                                 3 148.5     2 801.2     2 456.3
Non-current liabilities                                           2 951.5       227.5       251.2
Deferred taxation liability                                           2.0         1.5         3.9
Post-retirement medical aid provision                               129.1       110.9       118.3
Retirement benefit fund                                             286.1
Financial liability                                       4.1       548.9
Long-term borrowings                                              1 866.3
Operating lease payables                                            119.1       115.1       129.0
Current liabilities                                              10 968.1     6 383.4     6 821.4
Trade and other payables                                          9 697.9     6 204.6     6 772.6
Current portion of long-term borrowings                              85.1
Operating lease payables                                             62.1        41.9        35.4
Provisions                                                           95.8        14.7         6.7
Taxation payable                                                     47.6        11.3         6.7
Bank overdrafts                                                     979.6       110.9
Total equity and liabilities                                     16 946.1     9 786.5     9 899.5
* Restated for the effect of IAS 19, refer to note 2

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


                                                                                              Attri-
                                                     Currency    Share                     utable to
                                                       trans-    based                      ordinary
                                   Stated  Treasury    lation  payment  Retained   Equity     share-
Rmillion                          capital    shares   reserve  reserve  earnings  reserve    holders

Capital and reserves at
30 September 2012                    54.5      (6.9)     (0.1)   323.1   2 467.0             2 837.6
Effect of adoption of IAS 19                                               (10.7)              (10.7)
Restated capital and reserves
at 30 September 2012*                54.5      (6.9)     (0.1)   323.1   2 456.3        -    2 826.9
Total comprehensive income
for the year                                              0.6            1 187.3             1 187.9
Issue of shares                       7.1      (7.1)                                               -
Actuarial gain on post-
retirement medical aid                                                      11.8                11.8
Recognition of share based
payments                                                          19.6                          19.6
Take-up of share options                      116.6              (72.2)                         44.4
Transfer arising from take-up of
share options                                                     72.2     (72.2)                  -
Share repurchases                            (145.4)                                          (145.4)
Dividends declared                                                        (782.0)             (782.0)
Recognition of BBBEE
transaction                                                       12.4                          12.4
Restated capital and reserves
at 30 September 2013*                61.6     (42.8)      0.5    355.1   2 801.2        -    3 175.6
Total comprehensive income
for the year                                             16.1            1 345.0             1 361.1
Issue of shares                       6.0      (6.0)                                               -
Actuarial loss on post-
retirement medical aid                                                      (8.1)               (8.1)
Actuarial loss on retirement
funds                                                                      (21.4)              (21.4)
Recognition of share based
payments                                                          20.2                          20.2
Take-up of share options                      164.6             (101.2)                         63.4
Transfer arising from take-up of
share options                                                    101.2    (101.2)                  -
Share repurchases                            (164.0)                                          (164.0)
Dividends declared                                                        (867.0)             (867.0)
Recognition of BBBEE
transaction                                                       12.4                          12.4
Purchase obligation of non-
controlling interest                                                               (545.7)    (545.7)
Capital and reserves at
30 September 2014                    67.6     (48.2)     16.6    387.7   3 148.5   (545.7)   3 026.5

* Restated for the effect of IAS 19, refer to note 2

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOW

                                                                                Restated*
                                                                      Audited     Audited
                                                                   Year ended  Year ended
                                                                    September   September
Rmillion                                                    Notes        2014        2013

CASH FLOWS FROM OPERATING ACTIVITIES                                    481.2      (443.2)
Operating profit before:                                              1 867.4     1 645.6
Non-cash items                                                          199.2       195.4
Impairment of goodwill                                                    5.6         7.5
Loss/(profit) on disposal of property, plant and equipment                5.4        (0.2)
Net working capital changes                                            (235.2)   (1 032.7)
- (Increase)/decrease in inventories                                   (179.9)       41.6
- Increase in trade and other receivables                              (768.0)     (514.9)
- Increase/(decrease) in trade payables and provisions                  712.7      (559.4)
Cash generated from operations                                        1 842.4       815.6
Interest received                                                        30.9        34.0
Interest paid                                                           (53.2)      (24.8)
Taxation paid                                                          (471.9)     (486.0)
Dividends paid                                                         (867.0)     (782.0)
CASH FLOWS FROM INVESTING ACTIVITIES                                   (924.4)     (296.1)
Investment to expand operations                                        (106.1)     (220.1)
Investment to maintain operations                                      (115.3)      (78.5)
- Replacement of property, plant and equipment                         (120.8)      (83.3)
- Proceeds on disposal of property, plant and equipment                   5.5         4.8
Acquisition of businesses                                       4      (696.4)      (24.3)
Proceeds from disposal of businesses                                     12.3        17.0
Net movement in loans and investments                                   (18.9)        9.8
CASH FLOWS FROM FINANCING ACTIVITIES                                   (100.6)     (101.0)
Proceeds from issue of shares                                             6.0         7.1
Proceeds from exercise of share options                                  57.4        37.3
Share repurchases                                                      (164.0)     (145.4)

Net movement in cash and cash equivalents                              (543.8)     (840.3)
Net balances at beginning of year                                         1.3       841.6
Exchange rate translation                                                (0.9)
Net (overdraft)/balance at end of year                                 (543.4)        1.3

* Restated for the effect of IAS 19, refer to note 2

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL RESULTS

1. BASIS OF PRESENTATION AND COMPLIANCE WITH IFRS

The summarised financial information has been prepared in accordance with the framework concepts and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the information

as required by IAS 34 Interim Financial Reporting, the JSE Limited Listings Requirements and the requirements of the Companies Act
of South Africa. The report has been prepared using accounting policies that comply with IFRS which are consistent with those
applied in the consolidated financial statements for the year ended 30 September 2013, with the exception of the adoption of IAS19
(revised) Employee Benefits.

In compliance with the disclosure requirements of the Companies Act, No 71 of 2008, the consolidated financial statements have been
prepared under the supervision of Mr MW Godfrey CA(SA) on behalf of The Spar Group Limited.

2. CHANGE IN ACCOUNTING POLICY

In the current year, the group has applied IAS 19 Employee Benefits (as revised in 2011). IAS 19 (revised) impacted the measurement
of the various components representing movements in the post-retirement medical aid obligation and associated disclosures.

The impact of the application of IAS 19 (revised) on the group's financial results is as follows:
                                                                                                         Post-
                                                                                                    retirement  Deferred
                                                                                                   medical aid  taxation
Rmillion                                                                                             provision     asset   Equity

Balance as reported at 30 September 2012                                                                (103.4)     10.9  2 837.6
Effect of adoption of IAS19 (revised)                                                                    (14.9)      4.2    (10.7)
Restated balance as at 30 September 2012                                                                (118.3)     15.1  2 826.9
Balance as restated at 30 September 2013                                                                (108.0)     27.2  3 177.7
Effect of adoption of IAS19 (revised)
- Prior year adjustment                                                                                  (14.9)      4.2    (10.7)
- Restatement                                                                                             (4.4)      1.2     (3.2)
Effect on other comprehensive income                                                                      16.4      (4.6)    11.8
Restated balance as at 30 September 2013                                                                (110.9)     28.0  3 175.6

3. SEGMENTAL REPORTING

Segment accounting policies are consistent with those adopted for the preparation of the group financial statements.

The principal segments of the group have been identified on a primary basis by geographical segment which is representative of the
internal reporting used for management purposes as well as the source and nature of business risks and returns. The geographical
segments of the group have been identified as Southern Africa and Ireland. All segment revenue and expenses are directly
attributable to the segments. Segment assets include all operating assets used by a segment. Segment liabilities include all
operating liabilities. These assets and liabilities are all directly attributable to the segments. All intra-segment transactions
are eliminated on consolidation.

Segment analysis:                             
                                              
                         Southern           Consoli-
Rmillion                   Africa  Ireland     dated  Total
Total revenue            52 220.4  2 795.5        55  015.9
Operating profit          1 801.9     65.5         1  867.4
Total assets             11 590.6  5 355.5        16  946.1
Total liabilities         8 607.0  5 312.6        13  919.6

4. BUSINESS COMBINATIONS

4.1 The SPAR Group Limited acquired a controlling shareholding of 80% in the BWG Group effective from 1 August 2014. The
investment was made in TIL JV Limited, the new holding company for the BWG Group, via the acquisition of both ordinary and
preference shares for a total consideration of R798.6 million. The full acquisitionprice was funded by way of bridge finance, 
which was settled before 30 September 2014. The SPAR Group Limited has agreed to acquire the remaining 20% shareholding from the 
minorities at specified future dates and in accordance with a determined valuation model. An election was made not to recognise 
a non-controlling interest, but to fair value the financial liability at R548.9 million based on management's expectation of 
future profit performance. The group has recognised 100% of the attributable profit.

4.2 During the course of the financial year the SPAR Group Limited acquired the assets of three retail stores. These
acquisitions were funded from available cash resources.

Assets acquired and liabilities assumed
The Spar Group Limited has measured its acquirees' identifiable assets and liabilities at their acquisition date fair value. The
consolidated provisional fair values are presented below:

                                                                                                               TIL JV  Retail
Rmillion                                                                                                      Limited  stores      Total

Assets                                                                                                        3 903.6    25.2    3 928.8
Property, plant and equipment                                                                                 1 063.6    19.8    1 083.4
Deferred taxation asset                                                                                           3.8                3.8
Non-current assets classified as held for sale                                                                   15.1               15.1
Inventories                                                                                                     639.1     5.3      644.4
Trade and other receivables                                                                                   1 885.1            1 885.1
Taxation receivable                                                                                               0.9                0.9
Cash and cash equivalents                                                                                       296.0     0.1      296.1
Liabilities                                                                                                  (5 258.0)      -   (5 258.0)
Retirement benefit fund                                                                                        (266.5)            (266.5)
Long-term borrowings                                                                                         (1 962.6)          (1 962.6)
Operating lease payables                                                                                        (24.4)             (24.4)
Trade and other payables                                                                                     (2 767.6)          (2 767.6)
Provisions                                                                                                      (78.2)             (78.2)
Bank overdrafts                                                                                                (158.7)            (158.7)

Total identifiable net assets at fair value                                                                  (1 354.4)   25.2   (1 329.2)
Goodwill arising from acquisition                                                                             2 153.0    10.0    2 163.0
Purchase consideration transferred                                                                              798.6    35.2      833.8
Cash and cash equivalents acquired                                                                              137.3     0.1      137.4
Net cash outflow on acquisition                                                                                 661.3    35.1      696.4

Goodwill arising on acquisition of R2 163.0 million represents the value paid in excess of the provisional
fair value of net assets.

The fair values presented are subject to further review for 12 months following the acquisition date as
prescribed by International Financial Reporting Standards.
                                                                                                               TIL JV  Retail
Rmillion                                                                                                      Limited  stores      Total

Contribution to results for the year
Revenue                                                                                                       2 795.5   100.3    2 895.8
Trading profit before acquisition costs                                                                          65.5     3.6       69.1

Had all the acquisitions been consolidated from 1 October 2013, they would have contributed additional revenue of R13 900.4 million,
and an operating profit of R180.4 million. The group's total revenue would have increased to R 68 916.3 million, and the group's
operating profit would have increased to R2 047.8 million.

5. EVENTS AFTER THE REPORTING DATE

No material events have occurred subsequent to 30 September 2014 which may have an impact on the group's reported financial position
at this date.

REVIEW OF TRADING RESULTS

Tough trading conditions, echoing the muted economic climate in South Africa persisted during the year, with further pressure on
consumer spending. This was exacerbated in those regions that were affected by disruptive strike action through reduced disposable
income. Despite market cost pressures and a weakening rand, measured internal inflation remained relatively low at 5.7%.

At the same time, the retail environment has continued to be extremely competitive across all segments of SPAR's business.

Notwithstanding the challenging market conditions, SPAR delivered strong trading results for the year ended 30 September 2014.

In August 2014, SPAR acquired a controlling interest in the BWG Group, a leading food retail and wholesale distribution company and,
SPAR brand owner with operations in Ireland and South West England, servicing more than 1 100 stores. This is an attractive deal
which SPAR believes will deliver significant shareholder value going forward as the Irish economy continues to recover and the BWG
Group ("BWG") implements its five-year growth plans. The consolidation of two months' results of BWG made a meaningful financial
contribution in the year under review.

FINANCIAL OVERVIEW

Summary segmental analysis

                             SPAR
                        (Southern   BWG Group     SPAR Group
Rmillion                   Africa)   (Ireland)       Limited
Turnover                 51 734.7     2 748.3       54 483.0
Gross profit              4 216.3       281.6        4 497.9
Operating profit          1 801.9        65.5        1 867.4

The group delivered a 15.0% improvement in turnover to R54.5 billion (2013: R47.4 billion). This included turnover contributed by
BWG of R2.7 billion. Excluding BWG, the group reported turnover growth of 9.2% to R51.7 billion. SPAR's profit after tax increased
to R1.3 billion (2013: R1.2 billion), an increase of 13.3%. SPAR in South Africa showed profit after tax growth of 9.2%, while the
BWG Group accounted for the remainder of the increase.

SPAR's reported gross margin rose to 8.3% (2013: 8.1%), largely attributed to an increased level of perishable product passing
through its distribution centres, The BWG business, which trades at higher gross margins, also contributed towards this increase.
Operating expenses increased 22.6% to R3.2 billion (2013: R2.6 billion) but this was significantly impacted by the BWG
consolidation, which, if excluded, would reflect a more appropriate increase in SPAR expenditure of 12.3%. Higher marketing costs
and additional information technology expenditure continued to influence the expense growth and were partly offset by efficiency
savings made in the group through ongoing logistics initiatives.

Profit before tax increased 11.2% to R1.8 billion (2013: R1.7 billion), or an increase of 8.2% on a like-for-like basis (excluding
BWG).

The group's headline earnings grew 12.8% to R1.4 billion (2013: R1.2 billion) with headline earnings per share showing a 12.5%
increase to 781.8 cents (2013: 694.8 cents). The board approved a final dividend declaration of 345 cents per share (2013: 306
cents), amounting to a total dividend for the year of 540 cents per share (2013: 485 cents), 11.3% higher than in the prior year.

The group's cash generated from operations remains strong and was supported by SPAR's internal focus to enhance working capital
levels. Cash used by the group for investment activities during the year exceeded R1.0 billion. This included capital expenditure of
R226.9 million for operational requirements, R35.2 million for the acquisition of three local retail stores and the R798.6 million
purchase consideration for the BWG Group.

The material balance sheet impacts relating to the consolidation of BWG Group's balance sheet after its acquisition by SPAR are as
follows at 30 September 2014:

                                    SPAR
                               (Southern  BWG Group        SPAR Group
Rmillion                         Africa)  (Ireland)           Limited
Property, plant and equipment    1 790.6    1 087.6           2 878.2
Goodwill                           392.2    2 153.0           2 545.2
Current assets                   8 359.5    2 894.2          11 253.7
Current liabilities              7 824.7    3 143.4          10 968.1
Long-term liabilities              782.3    2 169.2           2 951.5

OPERATIONAL OVERVIEW

SPAR Southern Africa

While SPAR stores' reported retail turnover growth of 7.8% to R63.1 billion (2013: R58.5 billion), wholesale turnover increased 8.9%
to R42.2 billion (2013: R38.7 billion), providing evidence that independent retailers recognise the value added by SPAR's
merchandising, distribution and logistics capabilities. Furthermore, existing stores continue to outperform the market, with
turnover growth of 7.8%. Growth was again supported by high acceptance levels of SPAR's house brands, which offer value to cash-
strapped customers, with sales for this source increasing 14% to R5.8 billion. Net retail trading space increased 1.7% (2013: 2.2%)
as 19 new stores were opened, taking the total store numbers to 875 at year-end. However, the group benefited from its ongoing
initiatives to improve the quality of its existing store base with substantial revamps completed by retailers in 185 stores (2013:
155 stores) during the year in line with SPAR's organic growth focus, which had a positive impact on turnover growth.

The offering and conveniently located retail format of TOPS at SPAR continues to entrench its position as the number one retail
liquor brand and reported retail sales growth of 13.8% to R6.6 billion (2013: R5.8 billion). Same store growth was an impressive 
12.6%, while wholesale turnover grew 13.1% to R4.0 billion. A total of 51 new stores were opened (against a target of 35) during the year, 
taking to 622 the total TOPS stores at year-end.

Combined food and liquor retail sales, which allows for a better industry comparison, increased by 8.3% and 8.2% on a like-for-like
store basis.

Build it experienced a difficult year despite implementing restructuring initiatives. Labour unrest, a reduction in unsecured
lending, the metal workers strike and imported cement, among other factors increased pressure on retailers. While rand weakness did
partly negate the benefits of low-priced cement imports, increased import volumes have continued to influence the coastal retail
markets. Against this backdrop, Build it achieved

retail turnover growth of 9.5% (2013: 12%) to R9.1 billion (2013: R8.3 billion) with solid growth of 7.8% from existing stores. The
wholesale turnover increased 8.8%, to total R5.5 billion (2013: R5.1 billion). It was encouraging to note that Build it's house
brand imports continued to gain support in the market, with total sales of R238 million, a 21.5% increase from the prior year.
Although 18 new stores were opened, the tight trading environment led to the closure of 22 stores, with a total of 294 stores at
year-end.

The turnover reported by the corporate retail division amounted to R773.7 million. This reflects a decline of 7.5% on the prior year
due to the sale of the Philippi SUPERSPAR and the closure of Stoneacres SUPERSPAR. The trading challenges of the locations in which
SPAR's retail division operates remain unchanged, however, the group remains steadfast that its decision to defend these sites is
appropriate and believes that these stores offer a unique opportunity to remain close to the challenges and experiences our
retailers face. The net profitability position of this business continues to be positive for the group.

SPAR's seven distribution centres despatched a total of 210.8 million cases (2013: 203.5 million cases), representing a 3.6% year-
on-year growth in volumes handled. In order to sustain growth, SPAR has reviewed its distribution capacity and is planning to embark
on two major extensions that were put on hold in 2014. Work has already commenced at the KwaZulu-Natal perishable facility and SPAR
expects to start construction of a slow moving storage facility at the South Rand distribution centre early in the new year. Both
projects will be completed within the financial year. With regard to the new distribution centre planned in the Lanseria area, work
continues towards finalising the acquisition of land. The budgeted capital expenditure in 2015 in South Africa is expected to be
R540 million, including R170 million for Lanseria.

SPAR Ireland

The results of BWG have consolidated for two months and this has had a notable impact on the group's results. Turnover for the
period was R2.7 billion, and contributed operating profit of R65.5 million. While the net profit return in this business is lower
than the South African group, this is expected to increase through the implementation of various initiatives. The revenue impact of
the BWG business will be even greater in 2015 when including a full year's trading performance.

PROSPECTS

As competition in the retail sector intensifies, SPAR will continue to focus on aggressively driving new business opportunities,
organic growth, stringent cost control and securing operating and supply chain efficiencies. Meanwhile, pressure on consumer
spending is likely to persist against a backdrop of muted economic growth, currency weakness, inflationary pressures and rising
interest rates.

The group expects to see an improvement in the profitability of the Irish operations in the short term, which should have a positive
impact on the group's bottom line by 2016.

SPAR remains confident that the resilience of our people, our retailers and our business model will allow us to produce a strong
trading performance in 2015.

Mike Hankinson      Graham O'Connor
Chairman            Chief Executive

AUDIT OPINION

The auditors, Deloitte & Touche, have issued their opinion on the group's consolidated financial statements for the year ended 30
September 2014. The audit was conducted in accordance with International Standards on Auditing. They have issued an unmodified
opinion. A copy of the auditor's report together with a copy of the audited consolidated financial statements is available for 
inspection at the company's registered office. These summarised financial statements have been derived from the group's consolidated 
financial statements and are consistent in all material respects with the group's consolidated financial statements. These summarised 
consolidated financial statements have been audited by the company's auditors who have issued an unmodified opinion. The auditor's 
report does not necessarily report on all of the information contained in this announcement. Any reference to future financial information 
included in this announcement has not been reviewed or reported on by the auditors. Shareholders are advised that in order to obtain a 
full understanding of the nature of the auditor's engagement they should obtain a copy of that report together with the accompanying 
summarised financial information from the company's registered office.

DECLARATION OF ORDINARY DIVIDEND

Notice is hereby given that a final gross cash dividend of 345 cents per share has been declared by the board in respect of the year
ended 30 September 2014. The dividend has been declared out of income reserves.

The salient dates for the payment of the final dividend are detailed below:
Last day to trade cum-dividend            Friday, 28 November 2014
Shares to commence trading ex-dividend    Monday, 1 December 2014
Record date                               Friday, 5 December 2014
Payment of dividend                       Monday, 8 December 2014

Shareholders will not be permitted to dematerialise or rematerialise their share certificates between Monday, 1 December 2014 and
Friday, 5 December 2014, both days inclusive.

In terms of South African taxation legislation effective from 1 April 2012, the following additional information is disclosed:

-The South African dividend tax rate is 15%;
-No STC credits will be utilised;
-The net local dividend amount is 293.25 cents per share for shareholders liable to pay tax on dividends, and 345
 cents per share for shareholders exempt from such dividend tax;
-The issued share capital of the SPAR Group Limited is 173 231 049 ordinary shares; and
-The SPAR Group Limited's tax reference number is 9285/168/20/0

By order of the board

KJ O'Brien
Company Secretary Pinetown

11 November 2014

DIRECTORATE AND ADMINISTRATION

DIRECTORS: MJ Hankinson* (Chairman), GO O'Connor (Chief Executive), MW Godfrey, WA Hook,
PK Hughes*, RJ Hutchison*, MP Madi*, HK Mehta*, P Mnganga*, R Venter, CF Wells*

*Non-executive

Company Secretary
KJ O'Brien

Registered office
22 Chancery Lane PO Box 1589 Pinetown, 3600

Transfer secretaries
Link Market Services South Africa (Pty) Ltd
PO Box 4844, Johannesburg, 2000

Auditors
Deloitte & Touche PO Box 243
Durban 4000

Sponsor
One Capital
PO Box 784573
Sandton 2146

Bankers
First National Bank
PO Box 4130
Umhlanga Rocks
4320

Attorneys
Garlicke & Bousfield PO Box 1219 Umhlanga Rocks
4320

Website
www.spar.co.za


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