Wrap Text
Unaudited Interim Group Results for the 26 weeks ended 28 December 2014 and Cash Dividend Declaration
Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
("the group" or "the company")
UNAUDITED INTERIM GROUP RESULTS
FOR THE 26 WEEKS ENDED 28 DECEMBER 2014 AND CASH DIVIDEND DECLARATION
FINANCIAL HIGHLIGHTS
TURNOVER AND CONCESSION SALES: +55.2%
HEADLINE EARNINGS PER SHARE: +5.7%
ADJUSTED HEADLINE EARNINGS PER SHARE: +29.3%
RETURN ON EQUITY: 30.0%
INTERIM DIVIDEND PER SHARE: 96.5 cents
COMMENTARY
During the period, the Group acquired the Australian department store business David Jones and the Country
Road Group's minorities interests.
Group sales including concession sales increased by 55.2%.
Basic and headline earnings grew 9.5% and 14.7% respectively, whilst adjusted headline earnings
increased by 40.3%. Adjustments comprise transaction and other acquisition-related costs of R307 million,
commitment fees and other non-interest finance costs totaling R164 million related to bridge facilities ahead
of the Group's rights offer on 26th September 2014, and unrealised foreign exchange gains of R36 million
(December 2013: R54 million losses) relating to inventory hedging.
Due to the increase in the number of shares in issue on completion of the rights offer, earnings per share and
headline earnings per share increased by 0.9% and 5.7% respectively, and adjusted headline earnings per
share increased by 29.3%. For comparative purposes, the weighted average number of shares for the prior
period has been adjusted by the bonus element of the rights issue, as required by IAS 33: Earnings per share.
WOOLWORTHS
CLOTHING AND GENERAL MERCHANDISE
South African clothing sales (including Country Road Group's sales in South Africa) grew 9.4% and 3.4% in
comparable stores. Core merchandise in menswear and womenswear performed well, whilst kidswear and
footwear underperformed. Total Clothing and General Merchandise sales grew 8.0%.
Gross profit margin increased by 1.6% mainly as a result of the conversion of previously-franchised stores in
Botswana and Namibia.
Store costs increased by 22.5% with the addition of the converted stores, as well as by a net 4.4% increase in
new space. Other operating costs grew 10.0%. This increase in costs constrained growth in operating profit
to 2.7%. Return on sales declined marginally to 17.6%.
FOOD
A strong performance from Food saw sales grow well ahead of the market at 14.1%, with price movement
of 9.5%. Sales in comparable stores grew 8.2%. Gross profit margin was maintained at 25.2% despite a
marginally higher mix of branded products.
Store costs increased by 13.6% with the addition of a net 10.1% in new space. Other operating costs were well
controlled, growing 6.9%. Operating profit grew 24.3% and return on sales improved 0.5% to 6.7%.
WOOLWORTHS FINANCIAL SERVICES
The business experienced growth in the average debtors book of 10.5%, with the impairment rate (including
collection costs) normalising – but still at an industry leading level – of 4.8% (December 2013: 4.3%). Net interest
income grew 16.9% and operating costs reduced by 4.0% providing for a 34.7% increase in profit before tax.
Return on equity remains at 29.4% (December 2013: 24.2%), well above the medium-term target of 22.0%.
DAVID JONES
The results of David Jones for the five months from acquisition date of 1st August 2014 are included for the first
time and consequently no comparative figures are presented. However against a pro-forma comparable
5-month period, the business increased turnover including concession sales by 2.0% in Australian dollar terms
and operating profit of $107 million was 10.3% higher than the pro-forma prior period.
It is also important to note that in line with other Australian department stores, David Jones earns a larger
proportion of its profits during the first half of the year due to Christmas trade.
COUNTRY ROAD GROUP
Sales increased by 9.2% in Australian dollar terms. Sales in comparable stores increased by 5.3% and net
space increased by 9.0% in Australasia.
Gross margin declined 0.7% due to higher markdowns particularly in Country Road womenswear. Operating
costs continued to be well controlled, resulting in a 9.4% increase in operating profit.
OUTLOOK
We believe that economic conditions in South Africa will remain constrained, especially in the lower and
middle income segments of the market where consumer debt levels are still recovering. Sales may be further
impacted by load shedding. The upper income segment in which we operate continues to show resilience.
We continue to trade ahead of the market and trading for the first six weeks of the new financial year has
been positive.
In Australia there are early signs of an improved retail environment and we expect sales in both David Jones
and the Country Road Group to be ahead of the market.
Any reference to future financial performance included in this statement has not been reviewed and reported
on by the company's external auditors and does not constitute an earnings forecast.
CHANGES TO THE BOARD OF DIRECTORS
The Board is pleased to announce that Patrick Allaway, an Australian national, was appointed as a non-executive
director with effect from 1 December 2014.
Hubert Brody and Nombulelo Moholi were appointed as non-executive directors to the Board in July 2014.
Zarina Bassa became chairman of the Risk and Compliance Committee in February 2015 and Thina Siwendu took
over the chairmanship of the Social and Ethics committee from Chris Nissen who retired at the conclusion of the
AGM held on 26 November 2014. The Board expresses its deepest gratitude to Chris for his contribution, pursuing
with passion the delivery of our transformation strategy.
S N Susman I Moir
Chairman Group chief executive officer
Cape Town, 11 February 2015
DIVIDEND DECLARATION
Notice is hereby given that the directors have declared an interim gross cash dividend of 96.5 cents (82.025 cents
net of dividend withholding tax) per ordinary share for the 26 weeks ended 28 December 2014. The dividend has
been declared from income reserves and a dividend withholding tax of 15% will be applicable to all shareholders
who are not exempt.
The issued share capital at the declaration date is 1 014 808 547 ordinary shares and 89 192 746 preference shares (unlisted).
The salient dates for the dividend will be as follows:
Last day of trade to receive a dividend Friday, 27 February 2015
Shares commence trading "ex" dividend Monday, 2 March 2015
Record date Friday, 6 March 2015
Payment date Monday, 9 March 2015
Share certificates may not be dematerialised or rematerialised between Monday, 2 March 2015 and Friday,
6 March 2015, both days inclusive.
An interim gross cash dividend of 96.5 cents (82.025 cents net of dividend withholding tax) per preference
share (unlisted) for the 26 weeks ended 28 December 2014 will be paid to the beneficiaries of the Woolworths Employee
Share Ownership Scheme on Monday, 9 March 2015.
Thobeka Sishuba-Mashego
Group secretary
Cape Town, 11 February 2015
INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME
Restated* Restated*
52 weeks 26 weeks 26 weeks
to 29 Jun to 28 Dec to 29 Dec
2014 2014 2013 %
Rm Notes Rm Rm change
39 944 Revenue 28 460 19 454 46.3
40 012 Turnover and concession sales 6.2 30 283 19 520 55.2
(305) Concession sales 6.2 (2 559) (138) >100
39 707 Turnover 27 724 19 382 43.0
24 209 Cost of sales 16 243 11 828 37.3
15 498 Gross profit 11 481 7 554 52.0
125 Other revenue 652 45 >100
11 680 Expenses 9 119 5 513 65.4
7 614 Store costs 6 365 3 668 73.5
4 066 Other operating costs 2 754 1 845 49.3
3 943 Operating profit 3 014 2 086 44.5
112 Investment income 84 27 >100
136 Finance costs 887 37 >100
3 919 Profit before earnings from joint ventures and associate 2 211 2 076 6.5
181 Earnings from joint ventures 119 88 35.2
4 Earnings from associate 1 1 –
4 104 Profit before tax 2 331 2 165 7.7
1 114 Tax 684 598 14.4
2 990 Profit for the period 1 647 1 567 5.1
Other comprehensive income:
Amounts that may be reclassified to profit or loss
(182) Net fair value adjustments on financial instruments, after tax 340 (20)
177 Exchange differences on translation of foreign subsidiaries (921) 63
Amounts that may not be reclassified to profit or loss
(6) Post-retirement medical benefit liability-actuarial (loss)/gain, after tax – –
(11) Other comprehensive income for the period (581) 43
2 979 Total comprehensive income for the period 1 066 1 610
2 990 Profit attributable to: 1 647 1 567
2 888 Shareholders of the parent 1 645 1 505
102 Non-controlling interests 2 62
2 979 Total comprehensive income attributable to: 1 066 1 610
2 868 Shareholders of the parent 1 058 1 531
111 Non-controlling interests 8 79
Reconciliation of headline earnings
2 888 Earnings attributable to shareholders of the parent 1 645 1 505 9.3
103 BEE preference dividend 60 58 3.4
2 785 Basic earnings 1 585 1 447 9.5
Loss/(profit) on disposal of property, plant and equipment, intangible assets
(35) and investment properties 2 –
16 Net impairment of property, plant and equipment and intangible assets 116 10
3 Tax impact of adjustments (33) (1)
2 769 Headline earnings 1 670 1 456 14.7
182 Transaction costs 260 –
– Integration and restructuring costs 47 –
– Non-recurring finance costs 164 –
139 Unrealised foreign exchange (gains)/losses (36) 54
(72) Tax impact of adjustments (8) (15)
3 018 Adjusted headline earnings 2 097 1 495 40.3
350.6 Earnings per share (cents) 2 & 6.1 184.2 182.5 0.9
348.6 Headline earnings per share (cents) 194.1 183.6 5.7
379.9 Adjusted headline earnings per share (cents) 243.8 188.5 29.3
346.2 Diluted earnings per share (cents) 2 & 6.1 182.6 179.6 1.7
344.2 Diluted headline earnings per share (cents) 192.4 180.8 6.4
375.1 Adjusted diluted headline earnings per share (cents) 241.5 185.6 30.1
759.5 Number of shares in issue (millions) 928.0 759.3 22.2
794.4 Weighted average number of shares in issue (millions) 860.3 792.9 8.5
*Certain comparative amounts shown do not correspond to the 2014 Interim and Annual Financial Statements and reflect adjustments
made. Refer to note 6.
INTERIM GROUP STATEMENT OF FINANCIAL POSITION
At 29 Jun At 28 Dec At 29 Dec
2014 2014 2013
Rm Notes Rm Rm
ASSETS
8 192 Non-current assets 33 086 6 968
3 404 Property, plant and equipment 3 13 679 2 903
115 Investment properties 3 79 36
2 946 Intangible assets 3 16 562 2 403
2 Investment in associate 2 –
799 Investment in joint ventures 864 764
30 Participation in export partnerships 24 35
– Fair value lease adjustment 8 83 –
106 Other loans 74 69
– Derivative financial instruments 9 47 –
790 Deferred tax 1 672 758
14 077 Current assets 10 852 6 007
3 436 Inventories 5 676 3 229
1 067 Trade and other receivables 1 729 801
23 Derivative financial instruments 9 267 50
9 Tax 415 –
9 542 Cash and cash equivalents 2 765 1 927
– Non-current assets held for sale – 63
22 269 TOTAL ASSETS 43 938 13 038
EQUITY AND LIABILITIES
6 952 TOTAL EQUITY 14 027 6 358
6 629 Equity attributable to shareholders of the parent 13 982 6 045
323 Non-controlling interests 45 313
1 918 Non-current liabilities 19 599 1 869
623 Interest-bearing borrowings 16 315 676
614 Operating lease accrual and fair value lease adjustment 8 2 106 483
349 Post-retirement medical benefit liability 359 350
– Provisions 282 –
– Derivative financial instruments 9 29 –
332 Deferred tax 508 360
13 399 Current liabilities 10 312 4 811
4 625 Trade and other payables 8 407 3 997
361 Provisions 655 463
– Operating lease accrual and fair value lease adjustment 8 80 –
185 Derivative financial instruments 9 52 14
189 Tax 593 206
8 039 Interest-bearing borrowings 525 131
15 317 TOTAL LIABILITIES 29 911 6 680
22 269 TOTAL EQUITY AND LIABILITIES 43 938 13 038
873 Net asset book value - per share (cents) 1 507 796
GROUP ANALYSIS
22 269 Total assets 43 938 13 038
8 986 Woolworths* 10 514 7 983
– David Jones 27 763 –
4 500 Country Road Group 4 477 4 027
794 Woolworths Financial Services 858 761
7 989 Treasury – Cash and cash equivalents 326 267
3 436 Inventories 5 676 3 229
2 433 Woolworths* 2 860 2 416
– David Jones 1 746 –
1 003 Country Road Group 1 070 813
15 317 Total liabilities 29 911 6 680
4 871 Woolworths* 5 987 4 658
– David Jones 5 836 –
2 355 Country Road Group 1 833 2 022
8 091 Treasury – Interest-bearing borrowings 16 255 –
26 445 Approved capital commitments 2 303 1 228
1 786 Woolworths* 933 940
– David Jones 718 –
955 Country Road Group 652 288
21 604 Acquisition of David Jones – –
2 100 Acquisition of Country Road Group non-controlling interests – –
*Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics.
INTERIM GROUP STATEMENT OF CASH FLOWS
52 weeks 26 weeks 26 weeks
to 29 Jun to 28 Dec to 29 Dec
2014 2014 2013
Rm Notes Rm Rm
Cash flow from operating activities
5 375 Cash inflow from trading 4 053 2 689
(407) Working capital movements (202) (125)
4 968 Cash generated by operating activities 3 851 2 564
104 Interest income 84 25
(106) Finance costs paid (625) (37)
(1 047) Tax paid (728) (533)
3 919 Cash generated by operations 2 582 2 019
95 Dividends received from joint ventures 55 35
62 Dividends received from associate – 61
(1 969) Dividends to ordinary shareholders (1 148) (1 177)
(103) Dividends to preference shareholders (61) (58)
2 004 Net cash inflow from operating activities 1 428 880
Cash flow from investing activities
Net investment in property, plant and equipment, intangible assets and
(1 314) investment properties (1 110) (520)
– Acquisition of subsidiary, net of cash acquired 8 (21 447) –
– Acquisition of non-controlling interests 13 (2 153) –
(396) Acquisition of franchise operations 4 (68) (10)
18 Other 38 17
(1 692) Net cash outflow from investing activities (24 740) (513)
Cash flow from financing activities
(71) Settlement of share-based payments through share purchase 5 (270) (5)
(1) Share purchase costs 5 (1) –
– Rights issue proceeds 5 9 984 –
(46) Finance lease payments (36) (8)
55 Long-term borrowings raised 16 019 –
– Short-term borrowings raised 11 282 –
(94) Borrowings repaid (11 870) –
(169) Costs associated with debt and equity raising (592) –
(326) Net cash inflow/(outflow) from financing activities 24 516 (13)
(14) Increase/(decrease) in cash and cash equivalents 1 204 354
1 582 Net cash and cash equivalents at the beginning of the period 1 666 1 562
98 Effect of foreign exchange rate changes (105) 11
1 666 Net cash and cash equivalents at the end of the period 2 765 1 927
GROUP ANALYSIS
5 375 Cash inflow from trading 4 053 2 689
4 329 Woolworths 2 148 2 087
– David Jones 1 264 –
1 046 Country Road Group 641 602
Additions to property, plant and equipment, intangible assets
1 939 and investment properties (gross) 25 663 505
1 552 Woolworths 632 428
– David Jones 24 750 –
387 Country Road Group 281 77
INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
Total Total Total
Share- Share-
52 weeks holders Non- 26 weeks holders Non- 26 weeks
to 29 Jun of the controlling to 28 Dec of the controlling to 29 Dec
2014 parent interests 2014 parent interests 2013
Rm Notes Rm Rm Rm Rm Rm Rm
Shareholders' interest at
5 937 the beginning of the period 6 629 323 6 952 5 637 285 5 922
Movements for the period:
2 990 Profit for the period 1 645 2 1 647 1 505 62 1 567
(11) Other comprehensive income (587) 6 (581) 26 17 43
Total comprehensive income for
2 979 the period 1 058 8 1 066 1 531 79 1 610
246 Shares issued 5 9 984 – 9 984 246 – 246
– Rights issue costs 5 (399) – (399) – – –
Settlement of share-based
payments through share
(60) purchase 5 (270) – (270) (5) – (5)
(1) Share purchase costs 5 (1) – (1) – – –
Settlement of share-based
(246) payments through share issue 5 – – – (246) – (246)
169 Share-based payments 57 – 57 66 – 66
(2 072) Dividends to shareholders (1 209) – (1 209) (1 184) (51) (1 235)
Acquisition of non-controlling
– interests (1 867) (286) (2 153) – – –
Shareholders' interest at the
6 952 end of the period 13 982 45 14 027 6 045 313 6 358
Restated Restated
240.0 Dividend per ordinary share (cents) 96.5 96.5
1.4 Dividend cover (based on headline earnings) 1.9 1.9
240.0 Dividend per preference share (cents) 96.5 96.5
SEGMENTAL ANALYSIS
52 weeks 26 weeks 26 weeks
to 29 Jun to 28 Dec to 29 Dec
2014 2014 2013 %
Rm Notes Rm Rm change
Revenue
39 707 Turnover 27 724 19 382 43.0
11 505 Woolworths Clothing and General Merchandise 6 218 5 756 8.0
19 694 Woolworths Food 10 836 9 498 14.1
418 Woolworths Logistics 219 214 2.3
– David Jones 5 964 – –
8 090 Country Road Group 4 487 3 914 14.6
237 Other revenue and investment income 736 72 >100
18 Woolworths Clothing and General Merchandise 9 7 28.6
73 Woolworths Food 42 33 27.3
– David Jones 666 – –
55 Country Road Group 17 16 6.3
91 Treasury 76 16 >100
– Intragroup 12 (74) – –
39 944 Total group 28 460 19 454 46.3
Gross profit
5 373 Woolworths Clothing and General Merchandise 2 940 2 630 11.8
4 983 Woolworths Food 2 734 2 390 14.4
– David Jones 2 938 – –
5 009 Country Road Group 2 789 2 468 13.0
133 Intragroup 80 66 21.2
15 498 Total group 11 481 7 554 52.0
Profit before tax–adjusted
2 029 Woolworths Clothing and General Merchandise 1 095 1 066 2.7
1 259 Woolworths Food 728 586 24.2
181 Woolworths Financial Services 119 88 35.2
– David Jones 999 – –
891 Country Road Group 549 471 16.6
15 Treasury (610) 8 <(100)
4 375 Total group–adjusted 2 880 2 219 29.8
(271) Adjustments (549) (54)
(182) Transaction costs (260) –
– Integration and restructuring costs (47) –
– Non-recurring finance costs (164) –
– Impairment of property, plant and equipment (114) –
(139) Unrealised foreign exchange gains/(losses) 36 (54)
50 Profit on sale of investment properties – –
4 104 Profit before tax 2 331 2 165 7.7
Notes
1. BASIS OF PREPARATION
These interim Group financial statements comply with IAS 34 Interim Financial Reporting.
Accounting policies used in the interim Group financial statements are consistent with the prior period,
except for the changes in accounting policy disclosed in note 7, and are the same as those used to
prepare the 29 June 2014 Group annual financial statements. They have been prepared in compliance
with International Financial Reporting Standards (IFRS) and interpretations adopted by the International
Accounting Standards Board (IASB), South African Institute of Chartered Accountants (SAICA), Financial
Reporting Standards Committee (FRSC), and the Companies Act of South Africa. The interim Group
financial statements have been prepared under the supervision of the Group's finance director,
Reeza Isaacs, CA(SA) and are the full responsibility of the directors.
2. EARNINGS PER SHARE
The difference between earnings per share and diluted earnings per share is due to the impact of
unexercised options under the Group's share incentive schemes. The weighted average number of
shares in issue and the earnings and dividend per share measures have been restated by a factor of
1.0477 to reflect the bonus element of the rights issue as required by IAS 33: Earnings per share (refer to
note 5).
3. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
During the financial period, the Group acquired property, plant and equipment at a fair value of
R11.4 billion (2013: R452 million) and acquired intangible assets (including goodwill and brands) at a fair
value of R14.6 billion (2013: R71 million). This included acquisitions related to business combinations (refer
to notes 4 and 8). An investment property amounting to R36 million was transferred to property, plant and
equipment due to a change in use.
4. ACQUISITION OF FRANCHISE OPERATIONS
During the period, the Group acquired five (2013: one) previously franchised stores in South Africa for a
total purchase consideration of R39 million (2013: R10 million).
Dec 2014 Dec 2013
Rm Rm
Fair value of assets acquired at the date of acquisition
Property, plant and equipment 4 –
Reacquired rights 7 2
Deferred tax liability (2) (1)
Goodwill arising on acquisition 30 9
Consideration 39 10
Prior period amount paid 29 –
Cash outflow 68 10
Goodwill of R30 million (2013: R9 million) represents the fair value of growth and synergies expected to
accrue from the acquisitions that does not qualify for separate recognition.
From the dates of the acquisitions, R21 million additional revenue and R6 million profit before tax has
accrued. Had the acquisitions been effective from the beginning of the period, the directors consider
that, on a pro-forma basis, the contribution to revenue and profit before tax for the 26 weeks ended
28 December 2014 would have been a further R2 million and R1 million respectively.
5. ISSUE AND REPURCHASE OF SHARES
During the period, 167 803 572 (2013: nil) shares totalling R9 984 million (2013: nil) were issued by way of a
rights issue on 29 September 2014. Rights issue costs of R399 million (2013: nil) have been charged to equity.
3 054 442 (2013: nil) ordinary shares at a net cost of R241 million (2013: nil) were purchased from the market
and transferred to employees in terms of the Group's share incentive schemes. In the prior period,
4 361 450 ordinary shares totalling R246 million were issued and allocated to employees.
408 701 (2013: 125 799) ordinary shares totalling R30 million (2013: R8 million) were purchased from
the market by Woolworths Proprietary Limited and are held as treasury shares by the Group.
1 038 174 (2013: 1 114 674) ordinary shares totalling R22 million (2013: R63 million) were allocated to
employees in terms of the Group's Restricted Share Plan.
6. RESTATEMENT OF COMPARATIVE FIGURES AND ADDITIONAL DISCLOSURE
6.1 Earnings per share
Earnings per share, dividend per share and other related share measures have been restated to
reflect the bonus element arising from the rights offer (refer to notes 2 and 5).
6.2 Turnover and concession sales
Turnover and concession sales includes the sale of goods by concession operators. Turnover
excludes concession sales on the basis that the inventory sold is owned by the concession
operator at the time of sale. The Group's share of concession sales is recognised as other revenue
at the time the sale is made.
7. CHANGE IN ACCOUNTING POLICY
The adoption of certain new standards, which became effective in the current period, has resulted in
minor changes to accounting policies and disclosure, none of which have a material impact on the
financial position or performance of the Group.
8. ACQUISITION OF DAVID JONES LIMITED
On 1 August 2014, Woolworths Holdings Limited ("WHL"), through its subsidiaries, Osiris Holdings
Proprietary Limited and Vela Investments Proprietary Limited, acquired all of the ordinary shares of David
Jones Limited ("David Jones") for a total value of A$2.1 billion (R21.4 billion).
The acquisition was funded by cash of R10 billion, A$264 million (R2.5 billion) Australian senior debt and
a R9.9 billion equity bridge loan. The equity bridge loan was repaid out of the proceeds of a rights offer
completed on 2 October 2014.
Assets acquired and liabilities assumed
WHL has measured the identifiable assets and liabilities of David Jones at their acquisition-date fair values.
The provisional values are presented below:
Rm A$m
Non-current assets 16 957 1 705
Property, plant and equipment 10 205 1 026
Intangible assets 6 042 607
Fair value lease adjustment 88 9
Deferred tax 622 63
Current assets 2 533 254
Inventories 1 675 168
Trade and other receivables 242 24
Tax 459 46
Cash and cash equivalents 157 16
Non-current liabilities 1 815 182
Fair value lease adjustment 1 685 169
Provisions 130 13
Current liabilities 4 489 451
Trade and other payables 2 985 300
Provisions 234 23
Fair value lease adjustment 134 14
Derivative financial instruments 7 1
Interest-bearing borrowings 1 129 113
Total identifiable net assets at fair value 13 186 1 326
Goodwill arising from acquisition 8 418 823
Purchase consideration 21 604 2 149
Purchase consideration transferred 21 383 2 149
Cost of hedging instrument 221 –
Cash and cash equivalents acquired (157) (16)
Cash outflow on acquisition 21 447 2 133
Goodwill of A$823 million (R8.4 billion) and the David Jones brand amounting to A$584 million
(R5.8 billion) have been recognised on the acquisition. Goodwill represents the value paid in excess of
the provisional fair value of net assets and consists largely of synergies and economies of scale expected
from strategic initiatives. Transaction costs of R245 million have been expensed in the current period.
As a result of the acquisition, leases were determined to be either favourable or unfavourable in
comparison to market-related rentals, and accordingly, have been disclosed separately as assets or
liabilities on the statement of financial position. Included in the operating lease accrual and fair value
lease adjustment are R1 599 million non-current liabilities and R74 million current liabilities. These will
unwind over the duration of the leases through the statement of comprehensive income.
The fair values are provisional and subject to further review for a period of up to one year from the
acquisition date, and as a result, not all of the required disclosures are contained herein. The Australian
dollar values have been translated at the closing exchange rate at 1 August 2014 of A$1: R9.95.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value less impairment provision of trade and other receivables and trade and other
payables are assumed to approximate their fair values due to their short-term nature.
In terms of IFRS 13: Fair value measurement, the Group's derivative financial instruments are measured
using level two with inputs that are observable for the asset or liability, either directly or indirectly. The
carrying amounts of these derivative financial instruments approximate their fair value.
10.CONTINGENT LIABILITIES
Group companies are party to legal disputes and investigations that have arisen in the ordinary course
of business. Whilst the outcome of these matters cannot readily be foreseen, the directors do not expect
them to have any material financial effect.
11.BORROWING FACILITIES
Unutilised banking facilities amount to R5 174 million (2013: R2 659 million). There is no limit imposed by the
Memorandum of Incorporation on the Group's authority to raise interest-bearing debt.
12.RELATED PARTY TRANSACTIONS
During the period the Group entered into related party transactions, the substance of which are similar
to those explained in the Group's 2014 annual financial statements. Intercompany transactions have
further arisen in the current period between the Country Road Group and David Jones.
13.ACQUISITION OF NON-CONTROLLING INTERESTS
13.1 Country Road Limited
The Group acquired the remaining 12.12% shares in Country Road Limited ("Country Road") for a cash
consideration of A$213 million (R2.1 billion). As a wholly-owned subsidiary within the Group, Country
Road was delisted from the Australian Securities Exchange (ASX). Given its role in realising a substantial
part of the synergy benefits arising from the acquisition of David Jones, achieving full ownership of
Country Road was a logical next step and in line with the Group's longstanding desire to acquire
100% ownership. The acquisition was funded through new debt facilities raised from Australian banks.
The excess of the purchase price over the carrying value of the related non-controlling interests in
Country Road totalling R1.9 billion has been charged to equity.
13.2 Woolies (Zambia) Limited
On 29 July 2014, WHL concluded terms to acquire the remaining 49% shareholding in Woolies (Zambia)
Limited not already owned by the WHL Group for a total cash consideration of R29 million.
14.APPROVAL OF INTERIM GROUP FINANCIAL STATEMENTS
The interim Group financial statements were approved by the Board of directors on 11 February 2015.
15.AUDIT OPINION
These interim Group financial statements have not been reviewed or audited.
DIRECTORATE AND STATUTORY INFORMATION
Non-executive directors:
Simon Susman (Chairman), Patrick Allaway (Australian), Peter Bacon (British), Zarina Bassa,
Tom Boardman (Lead independent director), Hubert Brody, Andrew Higginson (British), Mike Leeming,
Nombulelo Moholi, Stuart Rose (British), Thina Siwendu
Executive directors:
Ian Moir (Group chief executive officer) (Australian), Reeza Isaacs, Sam Ngumeni, Zyda Rylands
Group secretary:
Thobeka Sishuba-Mashego
Registered address:
Woolworths House, 93 Longmarket Street, Cape Town, 8001
PO Box 680, Cape Town, 8000
JSE sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Transfer secretaries:
Computershare Investor Services Proprietary Limited
70 Marshall Street, Johannesburg, 2001
Date: 12/02/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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