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IMPERIAL HOLDINGS LIMITED - Unaudited interim results for the six months ended 31 December 2016

Release Date: 21/02/2017 07:05
Code(s): IPL IPLP     PDF:  
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Unaudited interim results for the six months ended 31 December 2016

IMPERIAL HOLDINGS LIMITED
Registration number: 1946/021048/06
Ordinary share code: IPL ISIN: ZAE000067211
Preference share code: IPLP ISIN: ZAE000088076

Unaudited interim results for the six months ended 31 December 2016

Imperial Holdings is a JSE listed South African-based international group of companies operating in the logistics and vehicle sectors as:

- Imperial Logistics: consumer and industrial logistics which make up 42% and 46% of Group* revenue and operating profit respectively, with 63% of the
  operating profit generated internationally;and
- Motus: vehicle import, distribution, dealerships, rental, aftermarket parts, and vehicle-related financial services, which make up 58% and 54% of Group*
  revenue and operating profit respectively, with 13% of the operating profit generated internationally.

* Excluding discontinued operations, businesses held for sale, head office and eliminations.

Imperial employs over 51 000 people who generate annual revenues in excess of R120 billion mainly in Africa and Europe.

Our performance

Group financial highlights

Revenue up 2% to R61,3 billion (42% foreign)
Operating profit up 4% to R3,2 billion (36% foreign)
Core eps down 8% to 795 cents per share
Heps down 15% to 682 cents per share 
Eps down 23% to 679 cents per share 
Interim cash dividend down 14% to 320 cents per share
Return on equity 13,2%
Return on invested capital 12,2%
Weighted average cost of capital 10,0%
Cash generated by operations of R4,3 billion

Results overview
These results reflect continued progress with Imperial's strategic, capital, operational, organisational and managerial restructuring, which commenced
in late 2014.

- Total revenue and operating profit grew 2% to R61,3 billion and 4% to R3,2 billion respectively, supported by the inclusion of the Palletways acquisition
  for the six months, and solid results from the Logistics South Africa and Motor-Related Financial Services sub-divisions. Excluding current year acquisitions,
  total revenue and operating profit declined 3%.
- Revenue and operating profit from continuing operations, excluding Regent, were both up 3% to R59,7 billion and R2,9 billion respectively.
- The Group's operating margin from continuing operations at 4,8% was maintained at the same level as the prior period.
- Foreign revenue increased by 12% to R25,0 billion (42% of Group* revenue) and foreign operating profit increased 9% to R1,0 billion (36% of Group*
  operating profit).
- Non-vehicle revenue increased 16% to R25,3 billion (42% of Group* revenue) and operating profit increased 12% to R1,3 billion (46% of Group*
  operating profit).
- A full reconciliation from earnings to headline earnings and core earnings is provided in the Group Financial Performance section.
- Cash flow from operating activities before capital expenditure on rental assets reduced to R468 million from R1,7 billion in the prior period.
- Net working capital from continuing operations increased to R11,2 billion from R9,9 billion at June 2016, but reduced from R11,5 billion
  at December 2015.
- The net debt to equity ratio (including preference shares as equity) increased to 98% from 76% in December 2015 (73% at June 2016) mainly due to the
  Palletways acquisition.
- Strategic disposals during 2017 to generate proceeds of approximately R4,6 billion. R1,4 billion has been received to date.

* Excluding discontinued operations, head office and eliminations.

Environment
With a footprint in more than 30 countries on six continents, Imperial is affected by the well-publicised geopolitical and economic developments that have
created a general climate of uncertainty affecting business conditions and the volatility of currencies.

South Africa
The trading environment remains challenging in South Africa, where R35,2 billion or 59% of Group* revenue and R1,9 billion or 64% of Group* operating
profit was generated in the six months to December 2016.

Specific factors that affected Imperial during the period were: the strengthening of the Rand which created foreign exchange hedging losses, and made
inventory and placed orders uncompetitive price-wise; a 13% decline in national new vehicle sales; declining business confidence; fragile consumer health
and higher inflation that depressed personal consumption expenditure.

Eurozone, United Kingdom (UK) and Australia
Slow economic recovery continues and trading conditions remain satisfactory in the Eurozone and Australia, where R19,3 billion or 32% of Group* revenue
and R588 million or 20% of Group* operating profit was generated for the six months to December 2016.

Specific factors that affected Imperial during the period were: pro-longed low water levels on the River Rhine that continues to depress the profitability of
inland shipping; lower demand and pricing pressures from the steel, energy, commodities and construction industries; steady UK economic growth; and the
strengthening of the Rand against the Pound by an average of 15% which depressed the Rand denominated results of the UK businesses. The Rand
weakened against the Euro and the Australian Dollar by an average of 2% and 7% respectively which improved the Rand denominated results in these
regions.

* Excluding discontinued operations, head office and eliminations.

African Regions
Falling commodity demand, low oil prices and the consequent impact on currencies and private consumption has negatively impacted the growth rate in the
African Regions, where R5,7 billion or 9% of Group* revenue and R461 million or 16% of Group* operating profit was generated during the period.

Specific factors that affected Imperial during the financial year were: slowing GDP growth rates; rising inflation and interest costs; lower consumer demand;
currency volatility; and devaluation.

Against this background, we provide shareholders with current information on the Group's strategy and performance.

Strategy and structure
Significant progress was registered to consolidate and integrate Imperial's activities within two large, increasingly self-sufficient divisions. In many instances
progress is ahead of original plans.

Since 1st July 2016, Imperial's entire logistics interests are being led by one CEO and board as one division named Imperial Logistics, and managed and
reported on as three sub-divisions: South Africa; African Regions; and International.

Concurrently, work commenced on the consolidation and integration of Imperial's entire vehicle interests which from 1st January 2017 are being led by one
CEO and board as one division named Motus Corporation, and managed and reported on as four sub-divisions: Import and Distribution; Retail and Rental;

Aftermarket Parts; and Motor Related Financial Services.
As previously stated, the objective of this restructuring is to create value through intra-divisional efficiencies and collaboration, and to deeper penetrate the
supply chains in both sectors through better co-ordinated and competitive value propositions to clients.
This financial report is based on the new divisional structure with increased detail reflecting our commitment to disclosure that enables shareholders to
analyse and fairly value their investment.

Delivering on our investment case
Imperial strives to create long-term value for stakeholders through strategic clarity, financial discipline, operational excellence and strictly defined capital
allocation principles.

Notwithstanding current external challenges, Imperial's investment thesis remains unchanged and steady progress was made with each of the following five
capital allocation objectives:

1. To release capital and sharpen executive focus, by disposing of non-core, strategically misaligned, underperforming or low return on effort assets.
   During the reporting period, we disposed of:
   - non-strategic properties: R1,5 billion is expected to be realised in the 2017 calendar year and a further R700 million expected during 2018;
   - minority stake in MixTelematics for R470 million with payment received on 30 August 2016;
   - 51% (control) of 10 entities in the Vehicle Import, Distribution and Dealerships division to a related party for R55 million, concluded on 30 August 2016;
     and the following smaller disposals amounting to approximately R8 million:
     - a panelshop in Cape Town owned by the Vehicle Retail and Rental sub division of Motus;
     - 75% interest in Bronchem Laboratories BV, a subsidiary of Lehnkering Logistics Group;
     - 51% interest in Virtual Logistics, a subsidiary of Pharmed Pharmaceuticals;
     - 50,1% interest in Commerce Edge, a subsidiary of Resolve Solutions; and
     - 51% interest in MiFone, a subsidiary of Logistics African Regions.
   - Disposals concluded after the reporting period included the following:
     - The Regent Group's non-South African operations for an upfront payment of R697 million, with payment received at the end of January 2017.
       The sale of the South African business is still subject to regulatory approvals.
     - LTS Kenzam was sold for R10 million cash in January 2017.
     - Jurgens and Prestige Safari were sold for R233 million in February 2017.
   Since 2015: 42 businesses with total revenue of R11,9 billion and operating profit of R937 million have been or are in the process of being disposed
   of for approximately R4,1 billion including Regent. In addition, 82 properties have been or are in the process of being sold for approximately R2,1 billion.
   The total capital employed in these businesses and properties totalled R5,1 billion.

   Although the bulk of identified disposals have been concluded, continual analysis of the strategic and financial performance of businesses will result
   in refinements to the portfolio of both divisions over the medium term.

* Excluding discontinued operations, head office and eliminations.

2. We will invest capital in South Africa to maintain the quality of assets and market leadership in our logistics and motor vehicle businesses.
   Acquisitions during the period include:
   - a 70% stake in Sasfin Premier Logistics for R38 million in July 2016;
   - 55% of Itumele Bus Lines for R147 million in November 2016
   - and the remaining 10% minority stake in Midas for R87,5 million.

   In addition, R1,9 billion of capital expenditure was invested in South Africa in continuing operations.

3. We will invest capital in the African Regions primarily to achieve our 2020 objective for the revenue and profits generated in that region to equal that
   of our South African logistics business, and secondarily to expand our vehicle businesses in the region.
   - The acquisition of 70% of Surgipharm Limited in Kenya for a consideration of USD35 million (ZAR470 million) was announced on 15 February 2017,
     subject to regulatory approvals.
   - The capital light Imperial Managed Logistics business was expanded in Nigeria and Ghana.

4. We will invest the cash generated from operations and divestments to grow our businesses beyond the continent, but with an emphasis on logistics.
   - The most notable acquisition during the period was a 95% stake in Palletways for £155,1 million (R3,0 billion which includes the purchase of debt at
     acquisition date), concluded on 5 July 2016.
   - Palletways acquired 100% of Topco in Italy for R14 million.
   - Capital expenditure of R390 million was invested mainly in logistics in Europe and South America.

5. The development and sustainability of Imperial will be underpinned by investment in human capital and information systems.
   - Group wide investments in human capital development and information systems amounted to R538 million.

Divisional performance

Imperial Logistics

                                                                                                           % CHANGE
                                                           HY1           HY1            %           HY2      ON HY2
                                                          2016          2017       CHANGE          2016        2016

Revenue (Rm)*                                           21 806        25 259           16        23 170           9
Operating profit (Rm)*                                   1 195         1 342           12         1 405          (4)
Operating margin (%)*                                      5.5           5.3                        6,1

Return on Invested Capital (%)                            11,5          10,4
Weighted average cost of capital (%)                       8,0           8,4

* Excludes businesses held for sale.

Imperial Logistics recorded 16% growth in revenue and 12% growth in operating profit, supported mainly by the Palletways acquisition in Logistics International
and a solid performance from Logistics South Africa despite challenging trading conditions and lower demand in certain key markets. Excluding Palletways,
operating profit was down 2%.

Net capital expenditure of R500 million was incurred (2016: R1,1 billion) in the Imperial Logistics division, attributable mainly to the transport fleet and an
increase in plant, equipment and intangible assets in South Africa; and additional capacity for the chemical manufacturing business and part payment for two additional
convoys in South America.

Imperial Logistics remains focused on expanding and leveraging its footprint in selected African and European countries, with a bias towards less capital
intensive businesses that enhance revenue growth and returns. Integrated logistics capabilities are also being strengthened to enable deeper penetration of
clients' supply chains.

Logistics South Africa
                                                                                                           % CHANGE
                                                           HY1           HY1            %           HY2      ON HY2
                                                          2016*         2017       CHANGE          2016        2016

Revenue (Rm)                                             7 440         8 217           10         7 533           9
Operating profit (Rm)                                      416           498           20           340          46
Operating margin (%)                                       5,6           6,1                        4,5

* Restated to exclude businesses held for sale.

Logistics South Africa performed strongly, increasing revenue and operating profit by 10% and 20% respectively. The significant contributors to this were
increased volumes in the commodities, fuel and gas operations, and strong performances from Managed Logistics and Resolve.

The bulk commodities business delivered strong performance, recording revenue and operating profit growth compared to a break-even result in the prior
period. This was driven by a higher demand for Iron Ore and Manganese. The acquisition of Itumele Bus Lines also contributed positively to the business,
although only included for two months.

The consumer logistics businesses recorded revenue and operating profit growth supported by an improvement from Imperial Cold Logistics, which reduced
its losses from the prior period although capacity remains underutilized. Volumes in the other retail facing businesses were lower due to subdued trading
conditions.

With a renewed focus on customers' needs and relationship development, the business will add further impetus to its drive to develop customised solutions
to better service clients and improve their efficiencies.

Logistics African Regions

                                                                                                           % CHANGE
                                                           HY1           HY1            %           HY2      ON HY2
                                                          2016*         2017       CHANGE          2016        2016

Revenue (Rm)                                             5 341         4 874           (9)        5 872         (17)
Operating profit (Rm)                                      395           397            -           388           2
Operating margin (%)                                       7,4           8,1                        6,6

* Restated to exclude businesses held for sale.

Logistics African Regions' performance was undermined by slowing growth rates and rising inflation and interest rates, which resulted in lower consumer
demand in many of its African markets. Revenue declined by 9% mainly due to the weakening of the Naira and the Metical by 37% on a combined
average; subdued demand from Imres' key markets; and a weak performance from CIC due to lower consumer demand in Botswana and downsizing of the
business in Mozambique. Despite these factors, operating profit for the period was maintained due to a strong performance from EcoHealth, Nigeria's
leading distributor of ethical pharmaceuticals.

The strategy to be a significant route-to-market partner of multi-national consumer goods and pharmaceutical companies in Southern, East and West Africa
is on track. The sub-division continues to expand in sub-Saharan Africa by leveraging its asset-light managed logistics capabilities and extending its focus
from traditional road transport to include cross-border and international logistics services and warehousing operations.

Logistics International
                                                                                                           % CHANGE
                                                           HY1           HY1            %           HY2      ON HY2
                                                          2016*         2017       CHANGE          2016        2016

Revenue (Rm)                                             9 025        12 168           35        10 487          16
Operating profit (Rm)                                      384           447           16           616         (27)
Operating margin (%)                                       4,3           3,7                        5,9
Revenue (Euro million)                                     602           795           32           610          30
Operating profit (Euro million)                           25,7          29,3           14            36         (19)
Operating margin (%)                                       4,3           3,7                        5,9

* Restated to exclude Neska.

Logistics International's revenue and operating profit in Euros increased 32% and 14% respectively, boosted by the acquisition of Palletways, but excluding
Neska, which was sold in December 2015. The performance in Rand terms was enhanced by a weaker average Rand/Euro exchange rate. The remaining
international operations performed well below expectations and the prior period.

The Transport Solutions business was negatively affected by lower shipping volumes in South America resulting from a poor corn harvest in Brazil and lower
iron ore volumes. In Germany, bulk-shipping volumes declined due to low water levels on the River Rhine, and lower demand and pricing pressures from
the steel, energy, commodities and construction industries. The South American business is utilising five push boats with 60 barges, some redeployed from
Europe. Two additional push boats with 24 barges will be commissioned in March 2017.

The Supply Chain Solutions business performed well with a strong performance from the automotive and industrial operations more than offsetting lower
volumes from key customers in the retail and contract chemical operations.

Despite the uncertainty of Brexit, the weakening of the Pound and budgeted losses from the start-up operations in Germany, Palletways performed well
during the period and in line with expectations. The franchise network of Palletways in the UK has continued to expand and gain new business. The
expansion of the network in European markets remains on track, with the service offering extending to Poland.

Motus
                                                                                                           % CHANGE
                                                           HY1           HY1            %           HY2      ON HY2
                                                          2016          2017       CHANGE          2016        2016

Revenue (Rm)*                                           34 105        35 015            3        33 854           3
Operating profit (Rm)*                                   1 481         1 568            6         1 758         (11)
Operating margin (%)*                                      4,3           4,5                        5,2

Return on Invested Capital (%)                            12,6          12,9
Weighted average cost of capital (%)                      10,3          11,0

*Restated for the new segment format and excludes businesses held for sale.

Revenue and operating profit for Motus increased by 3% and 6% respectively during the period, impacted by the low growth of consumer durable expenditure in South Africa and
significant increases in vehicle prices resulting in contraction of the vehicle market. These factors were reflected in national vehicle sales as reported by
NAAMSA, which contracted 13% over the reporting period. The strengthening of the Rand against the Pound reduced the Rand denominated results of the
UK business. The weakening of the Rand against the Australian Dollar improved the Rand results of the Australian operations.

The passenger and light commercial vehicle businesses, including the UK and Australia, retailed 54 707 (2016: 61 749) new and 38 748 (2016: 37 649)
pre-owned vehicles during the period.

Net capital expenditure of R1,8 billion was incurred (2016: R1,9 billion) largely on vehicles for hire.

The formation and structuring of Motus, under one collaborative leadership team, will in the medium term enhance returns by reducing duplication,
complexity, costs and capital employed, unlocking intra-divisional efficiencies and more deeply penetrating the vehicle supply chain, while maintaining
market share in challenging environments in the markets in which we operate.

Vehicle Import and Distribution
Exclusive importer and distributor of 16 automotive brands; the major exclusive imported brands being Hyundai, Kia and Renault; and distributorships in six
African countries.

Note: Retail dealerships that were previously part of the Vehicle Import, Distribution and Dealerships division are now included in the Vehicle Retail and Rental
sub-division.

                                                           HY1           HY1            %
                                                          2016          2017       CHANGE

Revenue (Rm)                                             9 000         8 903           (1)
Operating profit (Rm)                                      384           390            2
Operating margin (%)                                       4,3           4,4


Importer unit sales of passenger and light commercial vehicles, as defined by NAAMSA, decreased by 11% to 39 791 units from 44 506 units on the prior
period due to the decrease in sales through the dealer network.

Notwithstanding the challenging trading environment in South Africa, revenue from this sub-division declined marginally by 1% arising from lower volumes
and delays in new vehicle launches, partially offset by price increases. Operating profit improved by 2% supported by solid performances from Hyundai and
Kia, enhanced by manufacturer assistance, a change in the vehicle mix and price increases. This was offset by a weak performance from Renault where
competitiveness and volumes were depressed.

Our importer segment market share of 15% increased 1% from the prior period due mainly to a strong unit volume performance by Hyundai.
Forward cover on the US Dollar and Euro imports currently extends to August 2017, at an average of R15,02 to the US Dollar and R16,47 to the Euro.

Vehicle Retail and Rental
In South Africa retail and rental through:
- 268 passenger vehicle dealerships representing 22 OEMs, which includes 63 dedicated pre-owned retail outlets (Auto Pedigree).
- 193 franchised dealerships
- 19 commercial vehicle dealerships and workshops representing 12 brands in South Africa
- 110 car rental outlets (Europcar and Tempest)
- Panel shops

In the rest of the world retail and rental through:
- 38 commercial vehicle dealerships in the UK
- 5 dealerships in Australia
- 15 car rental outlets (Europcar and Tempest) in Southern Africa

Note: Retail dealerships that were previously part of the Vehicle Import, Distribution and Dealerships division are now included in this sub-division.

                                                           HY1           HY1            %
                                                          2016          2017       CHANGE

Revenue (Rm)                                            28 575        29 285            2
Operating profit (Rm)                                      681           694            2
Operating margin (%)                                       2,4           2,4


The Vehicle Retail and Rental operations recorded a 2% increase in revenue and operating profit impacted by lower volumes but assisted by price increases
and an increase in pre-owned vehicle sales. This was despite the disposal of eight dealerships over the past 12 months.

South Africa's passenger and light commercial vehicle businesses experienced a 14% decline in new vehicle sales to 50 718 units compared to 58 869 units
in the prior period. The commercial vehicle markets also experienced a reduction in new retail unit sales, reducing revenue and operating profit.

Revenue and operating profit in the UK Commercial business increased marginally but the strengthening of the Rand by 15% against the Pound over the
period reduced the Rand denominated results.

Car rental increased its revenue, operating profit and market share. Despite a challenging and competitive operating environment, all sectors, with the
exception of the government sector, performed well during the period. There has been a marked improvement in the utilization of vehicles, but accident
costs remain high. In addition to process optimization, automation of the vehicle inspection, claims and recovery processes, the business is on track to
implement technological solutions to improve efficiencies and customer service.

Total pre-owned retail unit sales increased by 3%, benefiting from the higher new vehicle prices, which are driving consumers to purchasing pre-owned
vehicles. Consequently, the sub-division's pre-owned to new vehicle ratio continues to increase, consistent with the tightening economy and in line with the
broader market.

Panel shops performed well, increasing revenue and operating profit.

The African Regions' operations, which increased revenue and operating profit during the period, continued to contribute positively.

The Australian operations returned a strong performance off a low base, driven by increased unit sales due to the introduction of new brands in the
multi-franchise dealerships and an increase in the Ford range.

Aftermarket Parts
Distributor, wholesaler and retailer of accessories, and parts for older vehicles, through 764 Midas (AAAS), Alert Engine Parts and Turbo Exchange owned and
franchised stores.

                                                           HY1           HY1            %
                                                          2016          2017       CHANGE

Revenue (Rm)                                             2 769         2 990            8
Operating profit (Rm)                                      157           173           10
Operating margin (%)                                       5,7           5,8


The Aftermarket Parts business improved revenue and operating profit by 8% and 10% respectively enhanced by parts sales and price increases, and
a change in the sales mix.

Financial Services
Developer and distributor of innovative vehicle-related financial products and services through dealer and vehicle finance channels, and a national
call centre; full maintenance leasing services.

                                                           HY1           HY1            %
                                                          2016          2017       CHANGE

Motor Related Financial Services
Revenue (Rm)                                               801           855            7
Operating profit (Rm)                                      335           388           16
Operating margin (%)                                        42            45

Insurance (discontinued operations)
Revenue(Rm)                                              1 565          1562            -
Operating profit (Rm)                                      274           302           10

Adjusted investment income (Rm)                            120           124            3
Adjusted underwriting result (Rm)                          244           269           10
Intergroup eliminations (Rm)                               (90)          (91)

Operating margin (%)                                      17,5          19,3
Underwriting margin (%)                                   15,6          17,2


Despite lower vehicle sales, the Motor Related Financial Services business grew revenue and operating profit by 7% and 16% respectively. Higher
profitability was experienced in demo sales and rental income due to higher business volumes. Profitability of the maintenance funds increased as cost
increases did not materialize. The book growth and returns from the alliances with financial institutions was tempered by slowing vehicle sales.
We continue to focus on growing the leasing business via Imperial Fleet Management and building synergies within the retail motor divisions to leverage
scale for our customers.

Regent is currently held for sale, with the disposal subject to regulatory approvals by the South African authorities. The disposal of the Regent Group's
non-South African operations for an upfront consideration of R697 million was concluded in January 2017. During the year Regent's underwriting result
increased by 10% due to an improved performance in the life business and lower loss ratios in the short-term business. Investment income increased
by 3%.

The underwriting performance in Regent's short-term business benefited from the absence of a loss-making portfolio of business that was terminated
in the prior financial year. New business penetration of motor related value added products remained under pressure due to declining vehicle sales.


Group financial performance
Group profit and loss (extracts)

                                                         TOTAL    CONTINUING      DISCONTINUED          TOTAL    CONTINUING DISCONTINUED
                                                            H1            H1                H1             H1            H1           H1       TOTAL CONTINUING
R million                                                 2017          2017              2017           2016          2016         2016    % CHANGE   % CHANGE

Revenue                                                 61 253        59 691             1 562         59 766        58 201        1 565           2          3
Operating profit                                         3 181         2 879               302          3 066         2 792          274           4          3
Operating margin (%)                                       5,2           4,8              19,3            5,1           4,8         17,5

Net finance costs                                         (828)         (828)                -           (651)         (651)           -          27         27
Income from associates                                      47            47                 -             58            58            -         (19)       (19)

Profit before tax                                        1 938         1 641               297          2 475         2 230          245         (22)       (26)
Tax                                                       (586)         (482)             (104)          (692)         (615)         (77)        (15)       (22)

Net profit after tax                                     1 352         1 159               193          1 783         1 615          168         (24)       (28)
Attributable to non-controlling interests                  (33)          (21)              (12)           (84)          (57)         (27)        (61)       (63)

Attributable to shareholders of Imperial                 1 319         1 138               181          1 699         1 558          141         (22)       (27)

Effective tax rate                                        31,0          29,4                             28,6          27,6                        -          -

Return on Invested Capital (%)                            12,2                                           13,1*
Weighted average cost of capital (%)                      10,0                                            9,5*

* Restated to new calculation method. See glossary of terms.


Total group revenue increased by 2% to R61,3 billion and operating profit increased by 4% to R3,2 billion. Excluding acquisitions, mainly Palletways, revenue
and operating profit decreased by 3%.

The group profit before tax declined by 22% mainly due to:

- Foreign exchange losses of R121 million compared to gains of R126 million in the prior period on various monetary items including working capital items,
  inter-group loan funding and hedging instruments
- Higher finance costs due to higher costs of funding and higher debt levels resulting from the Palletways acquisition and delays in the receipt of proceeds from
  assets and businesses held for sale;
- Higher amortisation of intangible assets of R263 million from R207 million in the prior period, arising from acquisitions; and
- The prior period benefited from the profit on sale of Neska of R447 million, partially offset by intangible impairments of R303 million.

Income from associates and joint ventures decreased by R11,0 million compared to the prior period largely as a result of the sale of Mix Telematics.

The effective tax rate for the group is 31,0%, up from 28,6% in the prior period mainly due to loss making operations where we have not recognised a tax
credit in the income statement, largely Renault and Imperial Cold Logistics.

The profits attributable to the non-controlling shareholders were down on the prior period. This is due to the purchase of the non-controlling shareholders'
interest in Associated Motor Holdings and AAAD (Midas), and in the second half of 2016 the sale of the Goscor group, which had a 32,5% non-controlling
shareholder.


Reconciliation from Earnings to Headline and Core Earnings

R million                                                                     H1 2017           H1 2016           % CHANGE

Net profit attributable to Imperial shareholders (earnings)                     1 319             1 699                (22)
Profit on disposal of assets                                                      (37)              (41)
Impairments of goodwill and other assets                                            -               303
Loss/(profit) on sale of businesses                                                40              (445)
Impairment (reversals)/ losses on assets of disposal group                         (8)               10
Other                                                                              10                85
Tax and non-controlling interests                                                   1               (66)

Headline earnings                                                               1 325             1 545                (14)
Amortisation of intangibles                                                       263               207
Foreign exchange gain on intergroup monetary items                                  -               (92)
Re-measurement of contingent consideration, put option liabilities
and business acquisition costs                                                     51                54
Tax                                                                               (72)              (35)
Non-controlling interests                                                         (23)              (19)

Core earnings                                                                   1 544             1 660                 (7)



Earnings, Headline Earnings and Core Earnings per Share
                                                                             GROUP                            GROUP                             GROUP
                                                                             TOTAL       CONTINUING           TOTAL        CONTINUING           TOTAL   CONTINUING
Cents                                                                      H1 2017          H1 2017         H1 2016           H1 2016        % CHANGE     % CHANGE

Basic EPS                                                                      679              586             881               808             (23)         (27)
Basic HEPS                                                                     682              587             801               728             (15)         (19)
Basic Core EPS                                                                 795              699             861               781              (8)         (11)


Financial position
                                                                           DECEMBER             JUNE              %          DECEMBER               %
R million                                                                      2016             2016         CHANGE              2015          CHANGE

Goodwill and intangible assets                                                9 764            7 501             30             7 866              24
Property, plant and equipment                                                 9 997           11 465            (13)           11 736             (15)
Investment in associates and joint ventures                                     915              986             (7)            1 618             (43)
Transport fleet                                                               5 887            5 953             (1)            6 372              (8)
Vehicles for hire                                                             4 320            3 469             25             3 841              12
Investments and loans                                                           294              291              1               357             (18)
Net working capital                                                          11 205            9 936             13            11 475              (2)
Other assets                                                                  2 109            1 867             13             1 597              32
Assets held for sale                                                          7 312            6 552             12             6 530              12
Net debt                                                                    (20 682)         (16 079)            29           (17 709)             17
Non-redeemable, non-participating preference shares                            (441)            (441)             -              (441)              -
Other liabilities                                                            (8 425)          (8 584)            (2)           (8 808)             (4)
Liabilities directly associated with assets held for sale                    (2 985)          (3 114)            (4)           (3 243)             (8)

Total shareholders' equity                                                   19 270           19 802             (3)           21 191              (9)

Total assets                                                                 73 331           69 830              5            74 863              (2)
Total liabilities                                                           (54 061)         (50 028)             8           (53 672)             (1)


Goodwill and intangible assets rose by 30% to R9,8 billion primarily due to the acquisition of the Palletways Group of R3,3 billion and Itumele Bus Lines of
R101 million. This was partially offset by the amortisation of intangibles and Rand strength.

Property, plant and equipment decreased by R1,5 billion to R10,0 billion primarily from disposal of properties and the reclassification of properties to "assets
held for sale" during the period.

Investment in associates and joint ventures decreased by R71 million, mainly as a result of the Rand strength.

The transport fleet decreased by 1% or R66 million. The net investment in trucks and barges of R293 million and acquisitions of R269 million was offset by
currency adjustments of R311 million resulting from a stronger Rand and depreciation of R344 million.

Vehicles for hire increased by R851 million due to an increase in the car rental fleet and higher sales to external car rental companies by the importers.
Assets held for sale now includes Regent, properties and other businesses identified during 2016 as being available for sale. These additional businesses
are: Logistics - Imperial Express, LTS Kenzam and Motus - Jurgens, Safari Centre.

Total assets increased by 5% to R73,3 billion due mainly to acquisitions and capital expenditure, partly reduced by currency adjustments as a result of the
strengthening Rand.

Total equity including non-controlling interest (minority) is R19,3 billion, down 3% (R532 million) from June 2016. Due to the Rand strengthening, the
foreign currency translation reserve decreased equity by R831 million and the hedge accounting reserve reduced equity by R337 million.


Movement in equity for the six months to December

R million                                                                      2016

Net profit attributable to Imperial shareholders                              1 319
Net profit attributable to non-controlling interests                             33
Decrease in the foreign currency translation reserve                           (831)
Reduction in the hedge accounting reserve                                      (337)
Re-measurement of defined benefit obligations                                    62
Movement in share based reserve                                                  63
Dividends paid                                                                 (991)
Non-controlling interests:
 Palletways (share issue)                                                       150
 Midas (NCI buy out)                                                            (61)
 Itumele (new acquisition)                                                      115
Other movements                                                                 (54)

Total change                                                                   (532)


Cash flow

R million                                                                   H1 2017           H1 2016        % CHANGE

Cash generated by operations before movements in working capital              4 330             4 485              (3)
Movements in net working capital (excludes currency movements &
net acquisitions)                                                            (2 379)           (1 194)

Cash generated after working capital movements                                1 951             3 291             (41)
Interest paid                                                                  (823)             (696)
Tax paid                                                                       (660)             (945)

Cash generated by operations before capital expenditure on rental
assets                                                                          468             1 650             (72)
Capital expenditure on rental assets                                         (1 399)           (1 561)

Cash flows from operating activities                                           (931)               89
Net acquisitions & disposals of subsidiaries and businesses                  (1 671)              726
Capital expenditure (non-rental assets)                                      (1 017)           (1 501)
Equities, investments and loans                                                 433               (43)
Dividends paid                                                                 (991)           (1 030)
Other                                                                            58              (550)

Increase in net debt (excludes currency movements & debt from
acquisitions)                                                                (4,119)           (2 309)            (78)


Cash generated by operations of R4,3 billion and the increase in net debt of R4,1 billion funded the following: increase in working capital of R2,4 billion;
capital expenditure of R2,4 billion; dividend payments of R1,0 billion; tax payments of R660 million; interest payments of R823 million; acquisitions net of
disposals of R1,7 billion; and other inflows of R490 million, which mainly included the sale of Mix Telematics. The higher net working capital was mainly
due to higher cost of inventory and increased stock levels in the vehicle businesses, and an increase in trade receivables in Logistics International.

Liquidity
The group's liquidity position is strong with R12,5 billion of unutilised banking facilities, excluding asset backed finance facilities. 78% of the Group debt is
long-term in nature and 63% of the debt is at variable rates. The group's international scale credit rating by Moody's is unchanged at Baa3. The net debt to
equity ratio is currently at 98%.

Dividend
In recent years, although no formal dividend policy exists, the Imperial ordinary dividend was determined by reference to Core Earnings. In future the
dividend will be determined by reference to HEPS, which is the conventional metric on which dividend is based, and the board will determine the dividend
cover with due regard to the company's circumstances. An interim cash dividend of 320 cents per ordinary share (2016: 370 cents per share) being 47% of
HEPS has been declared.

Board changes
Effective 1 March 2017, Mr Mohammed Akoojee, currently Chief Executive Officer of Imperial Logistics African Regions, will become the Group Chief Financial
Officer. He will succeed Mr Osman Arbee who remains on the board in his new role as Chief Executive Officer of Motus Corporation, the recently created
Vehicles division.

Prospects
Since late 2014, in less than favourable conditions, Imperial has focussed on unlocking value through fundamental and far-reaching changes to the portfolio
focus, capital intensity, organisation structure, management profile and now, disclosure to shareholders. While continuous change is the hallmark of any
successful organisation, the changes to date have established a solid foundation for improved growth and returns in the medium term.

In the short term - the balance of F2017 - we face pressure on revenue and margins, most particularly in our logistics operations beyond South Africa and
our Vehicle Import and Distribution business where fully priced inventory and out of the money forward cover must work through the system.
The expected sub-divisional segmental performance for the year to June 2017 is as follows:

Imperial Logistics:
- South Africa: Growth of revenues and operating profit.
- African Regions: Decline in revenues and operating profit attributable primarily to the indirect impact of currency movements on volumes and translation
  of profits into Rands.
- International: Growth of revenues and operating profit, attributable to the acquisition of Palletways, and a recovery in the German and South American
  businesses, which are dependent on weather conditions and customer volumes.

Motus:
- Import and Distribution: Flat revenues and a decline in operating profit, impacted by challenging trading conditions and the high cost of foreign exchange
  cover to August 2017.
- Retail and Rental: Decline in revenues and operating profit attributable to challenging trading conditions in South Africa.
- Aftermarket Parts: Increase in revenues and operating profit, enhanced by the sale of Jurgens.
- Motor Related Financial Services: Growth of revenues and operating profit.

Subject to stable currencies in the economies in which we operate, and South Africa retaining its investment grade, we expect the Imperial group to achieve
a single digit increase in revenues and unchanged operating profit for the year to June 2017. However, a significant increase in foreign exchange losses and
higher financing costs will negatively impact headline earnings for the year to June 2017.

We thank shareholders for their support and will continue to execute on our espoused strategies.

MARK J. LAMBERTI - Chief Executive Officer
OSMAN S. ARBEE - Chief Financial Officer

The results to and financial position at 31 December 2016 and forecast financial information herein has not been reviewed or reported on by Imperial's
auditors.

Declaration of preference and ordinary dividends
for the six months ended 31 December 2016

Preference shareholders
Notice is hereby given that a gross interim preference dividend of 434.31164 cents per preference share has been declared by the Board of Imperial,
payable to holders of non-redeemable, non-participating preference shares. The dividend will be paid out of reserves.

The preference dividend will be subject to a local dividend tax rate of 15%. The net preference dividend, to those shareholders who are not exempt from
paying dividend tax, is therefore 369.16489 cents per share.

Ordinary shareholders
Notice is hereby given that a gross interim ordinary dividend in the amount of 320.00000 cents per ordinary share has been declared by the Board of
Imperial, payable to holders of ordinary shares. The dividend will be paid out of reserves.

The ordinary dividend will be subject to a local dividend tax rate of 15%. The net ordinary dividend, to those shareholders who are not exempt from paying
dividend tax, is therefore 272.00000 cents per share.

The company has determined the following salient dates for the payment of the preference dividend and ordinary dividend:

                                                                                                 2017

Last day for preference shares and ordinary shares respectively to
trade cum-preference dividend and cum ordinary dividend                              Monday, 20 March
Preference shares and ordinary shares commence trading ex-
preference dividend and ex-ordinary dividend respectively                         Wednesday, 22 March
Record date                                                                          Friday, 24 March
Payment date                                                                         Monday, 27 March

The company's income tax number is 9825178719.

Share certificates may not be dematerialised/rematerialised between Wednesday, 22 March 2017 and Friday, 24 March 2017, both days inclusive.
On Monday, 27 March 2017, amounts due in respect of the preference dividend and the ordinary dividend will be electronically transferred to the bank
accounts of certificated shareholders that utilise this facility. In respect of those who do not, cheques dated Monday, 27 March 2017 will be posted on or
about that date. Shareholders who have dematerialised their shares will also have their accounts, held at their CSDP or Broker, credited on Monday,
27 March 2017.

On behalf of the board

RA Venter
Group Company Secretary
20 February 2017


The results of the Insurance businesses, which are in the process of being disposed, are presented in the condensed consolidated statement of profit or loss as
discontinued operations. The assets and related liabilities of the Insurance businesses has been reclassified to 'Assets of discontinued operations' and 'Liabilities of
discontinued operations' respectively on the condensed consolidated statement of financial position. The assets and related liabilities of the disposal groups have
been reclassified to "Assets of other disposal groups" and "Liabilities of other disposal groups" respectively on the condensed consolidated statement of financial
position.

The following shows the combined result of the continued and discontinued operations after eliminating inter-group transactions. The results of other
disposal groups are included in continuing operations.
                                                          TOTAL       CONTINUING    DISCONTINUED           TOTAL      CONTINUING   DISCONTINUED
                                                     OPERATIONS       OPERATIONS      OPERATIONS      OPERATIONS      OPERATIONS     OPERATIONS
                                                    31 DECEMBER      31 DECEMBER     31 DECEMBER     31 DECEMBER     31 DECEMBER    31 DECEMBER
                                            %              2016             2016            2016            2015            2015           2015
                                       change                Rm               Rm              Rm              Rm              Rm             Rm
Revenue                                     2            61 253           59 691           1 562          59 766          58 201          1 565
Net operating expenses                                  (56 804)         (55 544)         (1 260)        (55 374)        (54 083)        (1 291)

Profit from operations before
depreciation and recoupments                              4 449            4 147             302           4 392           4 118            274
Depreciation, amortisation,
impairments and recoupments                              (1 268)          (1 268)                         (1 326)         (1 326)

Operating profit                            4             3 181            2 879             302           3 066           2 792            274
Recoupments from sale of
properties, net of impairments                                7                7                               6               6
Amortisation of intangible assets
arising on business combinations                           (263)            (263)                           (207)           (207)
Impairment of intangible assets
arising on business combinations                                                                            (151)           (151)
Other non-operating items                                  (206)            (201)             (5)            354             383            (29)

Profit before net finance costs           (11)            2 719            2 422             297           3 068           2 823            245
Net finance costs                          27              (828)            (828)                           (651)           (651)

Profit before share of result of
associates and joint ventures                             1 891            1 594             297           2 417           2 172            245
Share of result of associates and
joint ventures                                               47               47                              58              58
Profit before tax                         (22)            1 938            1 641             297           2 475           2 230            245
Income tax expense                                         (586)            (482)           (104)           (692)           (615)           (77)

Profit for the period                     (24)            1 352            1 159             193           1 783           1 615            168

Tax rate (%)                                               31,0                                             28,6

Net profit attributable to:
Owners of Imperial                        (22)            1 319            1 138             181           1 699           1 558            141
Non-controlling interests                 (61)               33               21              12              84              57             27
                                                          1 352            1 159             193           1 783           1 615            168

Earnings per share (cents)
- Basic                                   (23)              679              586              93             881             808             73
- Diluted                                 (24)              664              573              91             869             798             71

Headline earnings per share (cents)
- Basic                                   (15)              682              587              95             801             728             73
- Diluted                                 (16)              667              574              93             791             720             71

Core earnings per share (cents)
- Basic                                    (8)              795              699              96             861             781             80
- Diluted                                  (8)              777              683              94             849             771             78

The major classes of assets and liabilities of discontinued operations classified at 31 December 2016 as held for sale were as follows:
The major classes of assets and liabilities of the disposal groups are disclosed in note 12.


                                                                                                          31 DECEMBER          30 JUNE
                                                                                                                 2016             2016
                                                                                                                   Rm               Rm

Assets
Goodwill and intangible assets                                                                                    244              204
Investment in associates and joint ventures                                                                        39               40
Property, plant and equipment                                                                                     104              164
Income tax assets                                                                                                  17               24
Investments and other financial assets                                                                          3 264            3 197
Trade and other receivables                                                                                       235              217
Cash resources                                                                                                  1 346            1 237

Assets of discontinued operations                                                                               5 249            5 083

Liabilities
Insurance and investment contracts                                                                              1 359            1 384
Income tax liabilities                                                                                            239              214
Trade, other payables and provisions                                                                            1 069            1 140

Liabilities of discontinued operations                                                                          2 667            2 738

Investments and other financial assets consists of:
Listed investments at fair value (level 1)                                                                      2 576            2 481
Fixed and negotiable deposits at fair value (level 2)                                                             397              589
Reinsurance debtors and other financial assets at amortised cost                                                  291              127

                                                                                                                3 264            3 197

The cash flows from discontinued operations were as follows:
 
                                                                                         31 DECEMBER      31 DECEMBER          30 JUNE
                                                                                                2016             2015             2016
                                                                                                  Rm               Rm               Rm

Cash flows from operating activities                                                             198              159              390
Cash flows from investing activities                                                                              103              (30)
Cash flows from financing activities                                                              (5)              (9)              (1)





Condensed consolidated statement of profit or loss
for the six months ended 31 December 2016

                                                                                        UNAUDITED        UNAUDITED           AUDITED
                                                                                       SIX MONTHS       SIX MONTHS    FINANCIAL YEAR
                                                                                            ENDED            ENDED             ENDED
                                                                                      31 DECEMBER      31 DECEMBER           30 JUNE
                                                                                %            2016             2015*             2016
                                                                   Notes   CHANGE              RM               RM                RM

CONTINUING OPERATIONS
Revenue                                                                         3          59 691           58 201           115 738
Net operating expenses                                                                    (55 544)         (54 083)         (107 286)

Profit from operations before depreciation and recoupments                                  4 147            4 118             8 452
Depreciation, amortisation, impairments and recoupments                                    (1 268)          (1 326)           (2 559)

Operating profit                                                                3           2 879            2 792             5 893
Recoupments from sale of properties, net of impairments                                         7                6                28
Amortisation of intangible assets arising on business combinations                           (263)            (207)             (437)
Impairment of intangible assets arising on business combinations                                              (151)             (151)
Other non-operating items                                              7                     (201)             383              (102)

Profit before net finance costs                                               (14)          2 422            2 823             5 231
Net finance costs                                                      8       27            (828)            (651)           (1 440)

Profit before share of result of associates and joint ventures                              1 594            2 172             3 791
Share of result of associates and joint ventures                                               47               58               133

Profit before tax                                                             (26)          1 641            2 230             3 924
Income tax expense                                                                           (482)            (615)           (1 049)

Profit for the period from continuing operations                              (28)          1 159            1 615             2 875

DISCONTINUED OPERATIONS
Profit for the period from discontinued operations                                            193              168               333

Net profit for the period                                                     (24)          1 352            1 783             3 208

Net profit attributable to:
Owners of Imperial                                                                          1 319            1 699             3 049

- Continuing operations                                                                     1 138            1 558             2 747
- Discontinued operations                                                                     181              141               302

Non-controlling interests                                                                      33               84               159

- Continuing operations                                                                        21               57               128
- Discontinued operations                                                                      12               27                31

                                                                                            1 352            1 783             3 208

Earnings per share (cents)
Continuing operations
- Basic                                                                       (27)            586              808             1 425
- Diluted                                                                     (28)            573              798             1 388
Discontinued operations
- Basic                                                                        27              93               73               156
- Diluted                                                                      28              91               71               152
Total operations
- Basic                                                                       (23)            679              881             1 581
- Diluted                                                                     (24)            664              869             1 540

* The December 2015 profit and loss has been represented to disclose the impairment of intangible assets arising on business
  combinations separate from the amortisation of intangible assets arising on business combinations.


Condensed consolidated statement of comprehensive income
for the six months ended 31 December 2016

                                                                                        UNAUDITED        UNAUDITED           AUDITED
                                                                                       SIX MONTHS       SIX MONTHS    FINANCIAL YEAR
                                                                                            ENDED            ENDED             ENDED
                                                                                      31 DECEMBER      31 DECEMBER           30 JUNE
                                                                                             2016             2015              2016
                                                                                               RM               RM                RM

Net profit for the period                                                                   1 352            1 783             3 208
Other comprehensive income                                                                 (1 191)           1 387               147

Items that may be reclassified subsequently to profit or loss                              (1 253)           1 387               306

Exchange (losses) gains arising on translation of foreign operations                         (836)             909               607
Share of associates' and joint ventures movement in foreign currency translation
reserve                                                                                                         18                16
Reclassification of gain on available-for-sale investment                                      (8)
Movement in hedge accounting reserve                                                         (462)             463              (374)
Income tax relating to items that may be reclassified to profit or loss                        53               (3)               57

Items that will not be reclassified to profit or loss                                          62                               (159)

Remeasurement of defined benefit obligations                                                   97                               (228)
Income tax on remeasurement of defined benefit obligations                                    (35)                                69

Total comprehensive income for the period                                                     161            3 170             3 355

Total comprehensive income attributable to:
Owners of Imperial                                                                            255            2 915             3 190
Non-controlling interests                                                                     (94)             255               165

                                                                                              161            3 170             3 355


Earnings per share information
for the six months ended 31 December 2016
                                                                                             UNAUDITED      UNAUDITED        AUDITED
                                                                                            SIX MONTHS     SIX MONTHS FINANCIAL YEAR
                                                                                                 ENDED          ENDED          ENDED
                                                                                           31 DECEMBER    31 DECEMBER        30 JUNE
                                                                                      %           2016           2015           2016
                                                                                 CHANGE             RM             RM             RM

Headline earnings reconciliation
Earnings - basic                                                                    (22)         1 319          1 699          3 049
Saving of finance costs by associate on potential sale of Imperial shares                                          21

Earnings - diluted                                                                               1 319          1 720          3 049
Recoupment for disposal of property, plant and equipment (IAS 16)                                  (39)           (40)           (97)
Loss (profit) on disposal of intangible assets (IAS 38)                                              2             (1)            (1)
Impairment of property, plant and equipment (IAS 36)                                                                              12
Impairment of intangible assets (IAS 36)                                                                          151            167
Impairment of goodwill (IAS 36)                                                                                   152            258
(Profit) loss on disposal of investments in associates and joint ventures (IAS 28)                  (6)             2             89
Loss (profit) on disposal of subsidiaries and businesses (IFRS 10)                                  46           (447)          (520)
Impairment loss on assets of disposal groups                                                                                      90
Reclassification of gain on disposal of available-for-sale investment (IAS 39)                      (8)
Remeasurements included in share of result of associates and joint ventures                                        10              2
Tax effects of remeasurements                                                                       10             85             60
Non-controlling interests share of remeasurements                                                    1            (66)           (63)

Headline earnings - diluted                                                                      1 325          1 566          3 046
Saving of finance costs by associate on potential sale of Imperial shares                                         (21)

Headline earnings - basic                                                           (14)         1 325          1 545          3 046

Headline earnings per share (cents)
Continuing operations
- Basic                                                                             (19)           587            728          1 423
- Diluted                                                                           (20)           574            720          1 386
Discontinued operations
- Basic                                                                              30             95             73            156
- Diluted                                                                            31             93             71            152
Total operations
- Basic                                                                             (15)           682            801          1 579
- Diluted                                                                           (16)           667            791          1 538

Core earnings reconciliation
Headline earnings - basic                                                           (14)         1 325          1 545          3 046
Saving of finance costs by associate on potential sale of Imperial shares                                          21

Headline earnings - diluted                                                         (15)         1 325          1 566          3 046
Amortisation of intangible assets arising on business combinations                                 263            207            437
Foreign exchange gain on inter-group monetary item                                                                (92)           (92)
Business acquisition costs                                                                          38              3             63
Remeasurement of contingent consideration and put option liabilities                                10             33             50
Change in economic assumptions on insurance funds                                                    3             18              4
Tax effects of core earnings adjustments                                                           (72)           (35)           (98)
Non-controlling interests share of core earnings adjustments                                       (23)           (19)           (41)

Core earnings - diluted                                                              (8)         1 544          1 681          3 369
Saving of finance costs by associate on potential sale of Imperial shares                                         (21)

Core earning - basic                                                                 (7)         1 544          1 660          3 369



                                                                                             UNAUDITED      UNAUDITED        AUDITED
                                                                                            SIX MONTHS     SIX MONTHS FINANCIAL YEAR
                                                                                                 ENDED          ENDED          ENDED
                                                                                           31 DECEMBER    31 DECEMBER        30 JUNE
                                                                                      %           2016           2015           2016
                                                                                 CHANGE             RM             RM             RM

Core earnings per share (cents)
Continuing operations
- Basic                                                                             (10)           699            781          1 589
- Diluted                                                                           (11)           683            771          1 548
Discontinued operations
- Basic                                                                              20             96             80            158
 - Diluted                                                                           21             94             78            154
Total operations
 - Basic                                                                             (8)           795            861          1 747
 - Diluted                                                                           (8)           777            849          1 702

ADDITIONAL INFORMATION
Net asset value per share (cents)                                                    (6)        10 018         10 635         10 287
Dividend per ordinary share (cents)                                                 (14)           320            370            795
Number of ordinary shares in issue (million)
- total shares                                                                                   200,3          202,8          208,1
- net of shares repurchased                                                                      196,6          194,2          196,6
- weighted average for basic                                                                     194,2          192,8          192,9
- weighted average for diluted                                                                   198,7          198,0          198,0
Number of other shares (million)
- Deferred ordinary shares to convert into ordinary shares                                         7,5            8,3            7,5


Condensed consolidated statement of financial position
at 31 December 2016

                                                                                             UNAUDITED      UNAUDITED        AUDITED
                                                                                           31 DECEMBER    31 DECEMBER        30 JUNE
                                                                                                  2016           2015           2016
                                                                                  NOTES             RM             RM             RM

ASSETS
Goodwill and intangible assets                                                        9          9 764          7 866          7 501
Investment in associates and joint ventures                                                        915          1 618            986
Property, plant and equipment                                                                    9 997         11 736         11 465
Transport fleet                                                                                  5 887          6 372          5 953
Deferred tax assets                                                                              1 395          1 245          1 376
Investments and loans                                                                              294            357            291
Other financial assets                                                                              12             30              8
Vehicles for hire                                                                                4 320          3 841          3 469
Inventories                                                                                     16 377         17 815         16 717
Tax in advance                                                                                     702            322            483
Trade and other receivables                                                                     14 017         14 391         12 712
Cash resources                                                                                   2 339          2 740          2 317
Assets of discontinued operations                                                                5 249          4 863          5 083
Assets of disposal groups*                                                           12          2 063          1 667          1 469

Total assets                                                                                    73 331         74 863         69 830

EQUITY AND LIABILITIES
Capital and reserves
Share capital and share premium                                                                  1 030            382          1 030
Shares repurchased                                                                                (613)          (742)        (1 226)
Other reserves                                                                                    (108)         2 036          1 003
Retained earnings                                                                               19 386         18 977         19 418

Attributable to owners of Imperial                                                              19 695         20 653         20 225
Put arrangement over non-controlling interests                                                  (1 307)        (1 188)        (1 307)
Non-controlling interests                                                                          882          1 726            884

Total equity                                                                                    19 270         21 191         19 802

Liabilities
Non-redeemable, non-participating preference shares                                                441            441            441
Retirement benefit obligations                                                                   1 274          1 369          1 531
Interest-bearing borrowings                                                                     23 021         20 449         18 396
Maintenance and warranty contracts                                                               3 033          3 229          3 156
Deferred tax liabilities                                                                         1 264          1 069            881
Other financial liabilities                                                                      2 154          2 438          2 335
Trade, other payables and provisions                                                            19 189         20 731         19 493
Current tax liabilities                                                                            700            703            681
Liabilities of discontinued operations                                                           2 667          2 737          2 738
Liabilities of disposal groups*                                                      12            318            506            376

Total liabilities                                                                               54 061         53 672         50 028

Total equity and liabilities                                                                    73 331         74 863         69 830

* Assets and liabilities relating to other disposal groups. The results of the other disposal groups are included in the results of
  continuing operations.


Condensed consolidated statement of cash flows
For the six months ended 31 December 2016

                                                                                             UNAUDITED      UNAUDITED        AUDITED
                                                                                            SIX MONTHS     SIX MONTHS FINANCIAL YEAR
                                                                                                 ENDED          ENDED          ENDED
                                                                                           31 DECEMBER    31 DECEMBER        30 JUNE
                                                                                      %           2016           2015           2016
                                                                    NOTE         CHANGE             RM             RM             RM

Cash flows from operating activities
Cash generated by operations before movements in net
working capital                                                                      (3)         4 330          4 485          8 952
Movements in net working capital                                                                (2 379)        (1 194)          (828)

Cash generated by operations before interest
and taxes paid                                                                      (41)         1 951          3 291          8 124
Net finance costs paid                                                               18           (823)          (696)        (1 461)
Tax paid                                                                                          (660)          (945)        (1 910)

Cash generated by operations before capital expenditure on
rental assets                                                                                      468          1 650          4 753
Expansion capital expenditure - rental assets                                                   (1 026)          (504)          (772)
Net replacement capital expenditure - rental assets                                               (373)        (1 057)          (839)

- Expenditure                                                                                   (1 451)        (2 330)        (3 539)
- Proceeds                                                                                       1 078          1 273          2 700

Cash generated by operations after capital expenditure
on rental assets                                                                                  (931)            89          3 142

Cash flows from investing activities
Net (acquisitions) disposals of subsidiaries and businesses                                     (1 671)           726            760
Expansion capital expenditure - excluding rental assets                                           (471)          (917)        (1 130)
Net replacement capital expenditure - excluding rental assets                                     (546)          (584)        (1 397)
Net movement in associates and joint ventures                                                      542           (114)            71
Net movement in investments, loans and other
financial instruments                                                                             (109)            71            (30)

                                                                                                (2 255)          (818)        (1 726)

Cash flows from financing activities
Hedge cost premium paid                                                                             (3)          (145)          (193)
Ordinary shares repurchased*                                                                                      (74)          (558)
Dividends paid                                                                                    (991)        (1 030)        (1 909)
Change in non-controlling interests                                                                (89)          (355)          (439)
Capital raised from non-controlling interests                                                      150             24             26
Net increase in interest-bearing borrowings                                                      2 418          1 071          2 193

                                                                                                 1 485           (509)          (880)

Net (decrease) increase in cash and cash equivalents                                            (1 701)        (1 238)           536
Effects of exchange rate changes on cash resources
in foreign currencies                                                                             (222)           314            145
Cash and cash equivalents at beginning of period                                                   719             38             38

Cash and cash equivalents at end of period                            10             36         (1 204)          (886)           719

* The repurchase of the 7 864 456 ordinary shares during the period was an inter-group transaction with no impact on the Group's
  cash flows.


Condensed consolidated statement of changes in equity
for the six months ended 31 December 2016

                                                                                                                                                                              PUT
                                                                                                      SHARE                                                           ARRANGEMENT
                                                                                                    CAPITAL       SHARES                            ATTRIBUTABLE        OVER NON-            NON-
                                                                                                  AND SHARE          RE-       OTHER    RETAINED       TO OWNERS      CONTROLLING     CONTROLLING      TOTAL
                                                                                                    PREMIUM    PURCHASED    RESERVES    EARNINGS     OF IMPERIAL        INTERESTS       INTERESTS     EQUITY
                                                                                                         Rm           Rm          Rm          Rm              Rm               Rm              Rm         Rm

At 30 June 2015 - Audited                                                                               382         (668)      1 089      18 065          18 868           (1 473)          1 838     19 233
Total comprehensive income for the period                                                                                      1 216       1 699           2 915                              255      3 170

Net attributable profit for the period                                                                                                     1 699           1 699                               84      1 783
Other comprehensive income                                                                                                     1 216                       1 216                              171      1 387

Movement in statutory reserves                                                                                                     7          (7)
Share-based cost charged to profit or loss                                                                                        71                          71                                2         73
Share-based equity reserve transferred to retained earnings on vesting                                                           (60)         60
Share-based equity reserve hedge cost                                                                                           (128)                       (128)                              (4)      (132)
Ordinary dividend paid                                                                                                                      (840)           (840)                                       (840)
Repurchase of 438 300 ordinary shares from the open market at an average price of R169,48 per
share                                                                                                                (74)                                    (74)                                        (74)
Realisation on disposal of subsidiaries                                                                                           17                          17                                          17
Non-controlling interests acquired, net of disposals and shares issued                                                                                                                          4          4
Net decrease in non-controlling interests though buy-outs                                                                       (176)                       (176)             285            (179)       (70)
Non-controlling interests share of dividends                                                                                                                                                 (190)      (190)

At 31 December 2015 - Unaudited                                                                         382         (742)      2 036      18 977          20 653           (1 188)          1 726     21 191
Total comprehensive income for the period                                                                                       (916)      1 191             275                              (90)       185

Net attributable profit for the period                                                                                                     1 350           1 350                               75      1 425
Other comprehensive income                                                                                                      (916)       (159)         (1 075)                            (165)    (1 240)

Movement in statutory reserves                                                                                                    13         (13)
Share-based cost charged to profit or loss                                                                                        73                          73                                2         75
Share-based equity reserve transferred to retained earnings on vesting                                                             5          (5)
Share-based equity reserve hedge cost                                                                                            (55)                        (55)                               4        (51)
Ordinary dividend paid                                                                                                                      (732)           (732)                                       (732)
Repurchase of 2 949 207 ordinary shares from the open market at an average price of R164,11 per
share                                                                                                               (484)                                   (484)                                       (484)
Share of changes in net assets of associates and joint ventures                                                                   (5)                         (5)                                         (5)
Realisation on disposal of subsidiaries                                                                                           42                          42                                          42
Non-controlling interests disposed, net of acquisitions and shares issued                                                                                                                     (75)       (75)
Net decrease in non-controlling interests through buy-outs                                              648                     (190)                        458             (119)           (536)      (197)
Non-controlling interest share of dividends                                                                                                                                                  (147)      (147)

At 30 June 2016 - Audited                                                                             1 030       (1 226)      1 003      19 418          20 225           (1 307)            884     19 802
Total comprehensive income for the period                                                                                     (1 127)      1 382             255                              (94)       161

Net attributable profit for the period                                                                                                     1 319           1 319                               33      1 352
Other comprehensive income                                                                                                    (1 127)         63          (1 064)                            (127)    (1 191)

Transfer of reserves on disposal of MiX Telematics Limited                                                                      (109)        109
Movement in statutory reserves                                                                                                    11         (11)
Share-based cost charged to profit or loss                                                                                        63                          63                                          63
Share-based equity reserve transferred to retained earnings on vesting                                                            68         (68)
Share-based equity reserve hedge refund                                                                                           11                          11                                          11
Ordinary dividend paid                                                                                                                      (831)           (831)                                       (831)
Cancellation of 7 864 456 ordinary shares                                                                            613                    (613)
Realisation on disposal of subsidiaries                                                                                           45                          45                                          45
Non-controlling interests acquired, net of disposals and shares issued                                                                                                                        268        268
Net decrease in non-controlling interests through buy-outs                                                                       (73)                        (73)                             (16)       (89)
Non-controlling interests share of dividends                                                                                                                                                 (160)      (160)

At 31 December 2016 - Unaudited                                                                       1 030         (613)       (108)     19 386          19 695           (1 307)            882     19 270


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the six months ended 31 December 2016

1.   Basis of preparation
     The condensed consolidated financial statements have been prepared in accordance with the recognition and measurement
     criteria of International Financial Reporting Standards (IFRS) and its Interpretations adopted by the International Accounting
     Standards Board (IASB) in issue and effective for the Group at 31 December 2016 and the SAICA Financial Reporting Guides as
     issued by the Accounting Practices Committee and financial reporting pronouncements as issued by the Financial Reporting
     Standards Council. The results are presented in accordance with IAS 34 - Interim Financial Reporting and comply with the Listings
     Requirements of the Johannesburg Stock Exchange Limited and the Companies Act of South Africa, 2008. These condensed
     consolidated financial statements do not include all the information required for full annual financial statements and should be
     read in conjunction with the consolidated annual financial statements as at and for the year ended 30 June 2016.

     These condensed consolidated financial statements have been prepared under the supervision of R Mumford, CA (SA) and were
     approved by the board of directors on 20 February 2017.

2.   Accounting policies
     The accounting policies adopted and methods of computation used in the preparation of the condensed consolidated financial
     statements are in accordance with IFRS and are consistent with those of the annual financial statements for the year ended 30
     June 2016.

3.   New and revised International Financial Reporting Standards in issue but not yet effective
     International Financial Reporting Standards that will become applicable to the group in future reporting periods includes IFRS 9
     Financial Instruments (effective 1 January 2018), IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018) and
     IFRS 16 Leases (effective 1 January 2019) . The details of these standards are outlined in the 30 June 2016 annual financial
     statements.

     The group is in the process of assessing the impact of these standards on its consolidated financial statements.
4.   New headline earnings circular
     Circular 2/2015 Headline Earnings which was issued by the South African Institute of Chartered Accountant (SAICA) in October
     2015 replaces Circular 2/2013 Headline Earnings. The revisions contained in the new circular relate primarily to IFRS 9 Financial
     Instruments and has had no impact on the way the Group computes headline earnings.

5.   Basis of segmentation
     In line with the Group's organisational changes as announced on 3rd June 2016 the basis of segmentation for the 2017 financial
     year has been revised as follows:
     The Logistics division will report segmentally on three sub divisions namely:
     - Logistics South Africa
     - Logistics African Regions
     - Logistics International

     The Vehicles division will report segmentally on four sub divisions namely:
     - Vehicle Import and Distribution
     - Vehicle Retail and Rental
     - After Market Parts
     - Motor Related Financial Services

     The revision resulted in the restatement of certain amounts that was previously disclosed in the segment reports.

                                                        31 DECEMBER      31 DECEMBER          30 JUNE
                                                               2016             2015             2016
6.   Foreign exchange rates
     SA Rand : Euro
     - closing                                                14,40            16,79            16,31
     - average                                                15,31            15,03            16,10
     SA Rand : US Dollar
     - closing                                                13,69            15,46            14,70
     - average                                                13,96            13,62            14,51
     SA Rand : Pound Sterling
     - closing                                                16,89            22,79            19,58
     - average                                                17,83            20,87            21,47
     SA Rand : Australian Dollar
     - closing                                                 9,85            11,24            10,95
     - average                                                10,52             9,84            10,56


                                                                                            UNAUDITED         UNAUDITED            AUDITED
                                                                                           SIX MONTHS        SIX MONTHS     FINANCIAL YEAR
                                                                                                ENDED             ENDED              ENDED
                                                                                          31 DECEMBER       31 DECEMBER            30 JUNE
                                                                                                 2016              2015               2016
                                                                                                   RM                RM                 RM
7.     Other non-operating items
       Remeasurement of financial instruments not held-for-trading                               (123)               93               (122)

       Foreign exchange (losses) gains on foreign currency monetary items                        (121)              126                (72)
       Charge for remeasurement of put option liability                                           (13)              (32)               (64)
       Remeasurement of contingent consideration liabilities                                        3                (1)                14
       Reclassification of gain on disposal of available-for-sale investments                       8

       Capital items                                                                              (78)              290                 20

       Impairment of goodwill                                                                                      (152)              (258)
       Profit (loss) on disposal of investments in associates and joint ventures                    6                (2)               (89)
       (Loss) profit on disposal of subsidiaries and businesses                                   (46)              447                520
       Impairment loss on assets of disposal group                                                                                     (90)
       Business acquisition costs                                                                 (38)               (3)               (63)
                                                                                                 (201)              383               (102)
8.     Net finance costs
       Net interest paid                                                                         (823)             (696)            (1 462)
       Fair value (loss) gain on interest-rate swap instruments                                    (5)               45                 22

                                                                                                 (828)             (651)            (1 440)

9.     Goodwill and intangible assets
       Goodwill
       Cost                                                                                     7 106             6 642              6 286
       Accumulated impairments                                                                   (409)           (1 078)              (862)

                                                                                                6 697             5 564              5 424

       Carrying value at beginning of period                                                    5 424             5 018              5 018
       Net acquisition (disposal) of subsidiaries and businesses                                1 987              (111)              (130)
       Impairment charge                                                                                           (152)              (258)
       Reclassified to assets held for sale                                                                         (53)               (28)
       Currency adjustment                                                                       (714)              862                822

       Carrying value at end of period                                                          6 697             5 564              5 424
       Intangible assets                                                                        3 067             2 302              2 077

       Goodwill and intangible assets                                                           9 764             7 866              7 501

10.    Cash and cash equivalents
       Cash resources                                                                           2 339             2 740              2 317
       Cash resources included in assets of discontinued operations and of disposal
       groups                                                                                   1 379             1 211              1 356
       Short-term loans and overdrafts (Included in interest-bearing borrowings)               (4 922)           (4 837)            (2 954)

                                                                                               (1 204)             (886)               719


11.    Fair value of financial instruments
11.1   Fair values of financial assets and liabilities carried at amortised cost
       The following table sets out instances where the carrying amount of financial liabilities, as recognised on the statement of
       financial position, differ from their fair values.

                                                                                                               CARRYING
                                                                                                                  VALUE         FAIR VALUE*
       31 DECEMBER 2016                                                                                              Rm                 Rm

       Listed corporate bonds (included in interest-bearing borrowings)                                           5 342              5 287
       Listed non-redeemable, non-participating preference shares                                                   441                357

       * Level 1 of the fair value hierarchy.

       The fair values of the remainder of the Group's financial assets and financial liabilities approximate their carrying values.

11.2   Fair value hierarchy
       The Group's financial instruments carried at fair value are classified in three categories defined as follows:

       Level 1 financial instruments are those that are valued using unadjusted quoted prices in active markets for identical financial
       instruments.

       Level 2 financial instruments are those valued using techniques based primarily on observable market data. Instruments in this
       category are valued using quoted prices for similar instruments or identical instruments in markets which are not considered to
       be active; or valuation techniques where all the inputs that have a significant effect on the valuation are directly or indirectly
       based on observable market data.

       Level 3 financial instruments are those valued using techniques that incorporate information other than observable market data.
       Instruments in this category have been valued using a valuation technique where at least one input, which could have a
       significant effect on the instrument's valuation, is not based on observable market data.

       The following table presents the valuation categories used in determining the fair values of financial instruments carried at fair
       value. For assets and liabilities classified discontinued operations refer above.

                                                                                                  TOTAL         LEVEL 2          LEVEL 3
       31 DECEMBER 2016                                                                              Rm              Rm               Rm

       Financial assets carried at fair value
       Swap instruments (Included in Other financial assets)                                         12              12
       Foreign exchange contracts and other derivative instruments
       (Included in Trade and other receivables)                                                     13              13

       Financial liabilities carried at fair value
       Put arrangement over non-controlling interests
       (Included in Other financial liabilities)                                                  1 738                            1 738
       Contingent consideration (Included in Other financial liabilities)                            47                               47
       Swap instruments (Included in Other financial liabilities)                                   151             151
       Foreign exchange contracts (Included in Trade, other payables and provisions)                395             395


       Transfers between hierarchy levels
       The Group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the
       change has occurred. There were no transfers between the fair value hierarchies during the period.

11.3   Movements in level 3 financial instruments measured at fair value
       The following table shows a reconciliation of the opening and closing balances of level 3 financial liabilities carried at fair value.

                                                                                             PUT OPTION      CONTINGENT
                                                                                            LIABILITIES   CONSIDERATION            TOTAL
       FINANCIAL LIABILITIES                                                                         Rm              Rm               Rm

       Carrying value at beginning of period                                                      1 875              19            1 894
       Arising on acquisition of businesses                                                                          36               36
       Fair valued through profit or loss                                                            13              (3)              10
       Settlements                                                                                                   (4)              (4)
       Currency adjustments                                                                        (150)             (1)            (151)

       Carrying value at the end of the year                                                      1 738              47            1 785

       Level 3 sensitivity information
       The fair values of the level 3 financial liabilities of R1 785 million were estimated by applying an income approach valuation
       method including a present value discount technique . The fair value measurement is based on significant inputs that are not
       observable in the market. Key assumptions used in the valuations includes the assumed probability of achieving profit targets
       and the discount rates applied. The assumed profitabilities were based on historical performances but adjusted for expected
       growth.

       The following table shows how the fair value of the level 3 financial liabilities as at 31 December 2016 would change if the
       significant assumptions were to be replaced by a reasonable possible alternative.

                                                                                               CARRYING     INCREASE IN      DECREASE IN
       FINANCIAL                               VALUATION            KEY                           VALUE     LIABILITIES      LIABILITIES
       INSTRUMENTS                             TECHNIQUE            ASSUMPTION                       Rm              Rm               Rm

       Put option liability                    Income approach      Earnings growth               1 738               8             (118)
       Contingent consideration liability      Income approach      Assumed profits                  47                               (7)

12.   Assets and liabilities of the disposal groups
      The assets of the disposal groups includes businesses in Logistics South Africa, the Logistics African Regions, the Vehicle Retail
      and Rental and the After Market Parts divisions as well as land and buildings that are held for sale. These assets will be
      recovered through disposal rather than through continuing use.

                                                                                              UNAUDITED       UNAUDITED          AUDITED
                                                                                            31 DECEMBER     31 DECEMBER          30 JUNE
                                                                                                   2016            2015             2016
                                                                                                     RM              RM               RM

      Assets
      Goodwill and intangible assets                                                                  3              56               34
      Investments in associates and joint ventures                                                                   36              476
      Property, plant and equipment                                                               1 414              96              114
      Transport fleet                                                                                26                               53
      Income tax assets                                                                              57              19               65
      Investments and other financial assets                                                         16               8               17
      Vehicles for hire                                                                                             696
      Inventories                                                                                   350             346              340
      Trade and other receivables                                                                   164             341              251
      Cash resources                                                                                 33              71              119

      Assets of disposal groups                                                                   2 063           1 667            1 469

      Liabilities
      Interest-bearing borrowings                                                                    34              21
      Income tax liabilities                                                                          1              64                3
      Trade, other payables and provisions                                                          283             421              373

      Liabilities of disposal groups                                                                318             506              376


                                                                                              UNAUDITED       UNAUDITED          AUDITED
                                                                                            31 DECEMBER     31 DECEMBER          30 JUNE
                                                                                                   2016            2015             2016
                                                                                                     RM              RM               RM

13.   Contingencies and commitments
      Capital commitments                                                                           860           1 213            1 309
      Contingent liabilities                                                                        723             457              798


14.   Acquisitions and disposals during the PERIOD
      Acquisitions
      Refer below for acquisitions during the period.
      Disposals
      The group disposed of its controlling interest in C2 Computers Proprietary Limited retaining a non-controlling interest of 49%.

15.   Events after the reporting period
      Acquisition of Surgipharm
      The group has entered into an agreement to acquire a 70% interest in Surgipharm Limited, a leading pharmaceutical distributor
      in Kenya, for a consideration of R470 million (USD35 million). This is subject to obtaining regulatory approval.

      Disposal of Regent
      The disposal of the Regent Group's non-South African operations (Regent Insurance Botswana, Regent Life Botswana, Regent
      Zambia, Lesotho Life and Lesotho Insurance, collectively, "Regent Rest of Africa") to Hollard International Holdings for an upfront
      consideration of R697 million has been declared unconditional on 31 January 2017 in accordance with its terms, which included
      regulatory approvals from the Botswana and Lesotho authorities. The disposal of Regent Group, excluding Regent Rest of Africa,
      remains subject to approval by the South African Regulatory Authorities.

      Disposal of Jurgens Ci
      The disposal of Jurgens was completed on 1 February 2017.

      Dividend declaration
      Shareholders are advised that a preference and an ordinary dividend has been declared by the board of Imperial on 20 February
      2017. For more details please refer to the dividend declaration.


Business combinations during the period

                                                                                                                     INTEREST        PURCHASE
                                                                            OPERATING           DATE                 ACQUIRED   CONSIDERATION
BUSINESSES ACQUIRED                    NATURE OF BUSINESS                   SEGMENT             ACQUIRED                   (%)             RM

Palletways Group Limited*              Express delivery solutions for       Logistics           July 2016
                                       small consignments of palletised     International
                                       freight across Europe                                                             95,2           1 683
Itumele Bus Lines Proprietary          Consumer bus operations in the       Logistics           November
Limited                                Free State province of South         African             2016
                                       Africa                               Regions                                        55             147
Individually immaterial acquisitions                                                                                                       56

                                                                                                                                        1 886

* The total purchase consideration of R3.0 billion disclosed in the June 2016 annual report included preference shares and subordinated loans acquired amounting
  to R1,317 million, thereby arriving at the purchase consideration of R1,683 million above.

Fair value of assets acquired and liabilities assumed at date of acquisition:*

                                                                                                                 INDIVIDUALLY
                                                                                                     ITUMELE       IMMATERIAL
R MILLION                                                                        PALLETWAYS        BUS LINES     ACQUISITIONS           TOTAL

Assets
Intangible assets (excluding goodwill)                                                1 360              110               17           1 487
Property, plant and equipment                                                            32               16               11              59
Transport fleet                                                                                          269                              269
Investments, loans, associates and joint ventures                                                         12                7              19
Inventories                                                                               3               14                               17
Trade and other receivables                                                             617               54               56             727
Cash resources                                                                          141               82                3             226

                                                                                      2 153              557               94           2 804

Liabilities
Retirement benefit obligations                                                            9                                                 9
Deferred tax liabilities                                                                264               70                1             335
Interest-bearing borrowings                                                           1 350              141                            1 491
Trade, other payables and provisions                                                    773               78               65             916
Current tax liabilities                                                                  17                1                               18

                                                                                      2 413              290               66           2 769

Acquirees' carrying amount at acquisition                                              (260)             267               28              35
Non-controlling interests                                                                (8)            (121)              (7)           (136)

Net assets acquired                                                                    (268)             146               21            (101)
Purchase consideration transferred                                                    1 683              147               56           1 886

Cash paid                                                                             1 683              142               25           1 850
Contingent consideration                                                                                   5               31              36

Excess of purchase price over net assets acquired                                     1 951                1               35           1 987

* The initial accounting for the business combinations is incomplete and based on provisional figures.

Reasons for the acquisitions
The Group acquired a 95,2% shareholding in Palletways. This acquisition is in line with Imperial's strategic intent to expand its presence beyond South Africa
through the acquisition of asset light logistics businesses that benefit from Imperial's existing footprint and capabilities. Palletways provides an express
delivery solution for small consignments of palletised freight through more than 400 depots and 14 hubs, which collects and distribute 40 000 daily or 8
million pallets annually across 20 European countries where it currently handles one in every 4 pallets handled by palletised freight networks.

The acquisition of 55% shareholding in Itumele Bus Lines, is in line with the Group's strategy to diversify into other related industries and allows entry into
the commuter bus service market. Itumele's primary business is providing public transport services on behalf of the provincial government to commuters in
and around Bloemfontein. Founded in 1975, the operation comprises a fleet of 253 commuter busses and 32 luxury coaches. Itumele transports
approximately 50 000 passengers daily and its busses travel approximately 17 million kilometres a year.

The other businesses were acquired to complement and expand our transport and business solutions through the acquisition of a depot in Europe and an
import and export solutions business in South Africa.

Details of contingent consideration
The contingent consideration requires the Group to pay the vendors an additional total amount of R36 million over three years if the entities' net profit after
tax exceeds certain profit targets.

Acquisition costs
Acquisition costs for business acquisitions concluded during the year amounted to R27 million and have been recognised as an expense in profit or loss in
the 'Other non-operating items' line.

Impact of the acquisition on the results of the group
From the dates of acquisition the businesses acquired during the period contributed revenue of R3 152 million, operating profit of R180 million and after tax
profit of R34 million. The after tax profit of R34 million includes the after tax impact of the funding cost of R34 million calculated on the cash consideration
paid on acquisitions and the amortisation of intangible assets arising out of the business combinations of R85 million.
Had all the acquisitions been consolidated from 1 July 2016, they would have contributed revenue of R3 335 million, operating profit of R204 million and
after tax profit of R40 million. The Group's continuing revenue for the period would have been R59 874 million, operating profit would have been R2 903
million and after tax profit R1 165 million.

Separate identifiable intangible assets
As at the acquisition date the fair value of the separate identifiable intangible assets was R1 487 million. This fair value, which is classified as level 3 in the
fair value hierarchy, was determined using the Multi-period Excess Earnings Method (MEEM) valuation technique for contract based intangible assets and the
Relief-form-royalty method for the trademark.

The significant unobservable valuation inputs were as follows:
                                                                                             ITUMELE
                                                                         PALLETWAYS        BUS LINES
                                                                                  %                %

Trademark
 - Discount rates                                                               9,1
 - Royalty rate                                                                 1,0

Contract based intangible assets
 - Weighted average discount rates                                        6.7 - 7.3             17,0
 - Terminal growth rates                                                        1.0              7,1


The assumptions used in arriving at projected cash flows were based on past experience and adjusted for any expected changes.

Other details
Trade and other receivables had gross contractual amounts of R773 million of which R45 million was doubtful. Non-controlling interests have been
calculated based on their proportionate share in the acquiree's net assets. None of the goodwill is deductible for tax purposes.


SEGMENTAL INFORMATION
                                                                                            LOGISTICS                                                                                                      MOTUS
                                                                                                                                                             VEHICLE                                 AFTER          MOTOR RELATED                                                                HEAD OFFICE
                                             IMPERIAL          LOGISTICS         LOGISTICS          LOGISTICS        BUSINESSES             TOTAL           IMPORT AND       VEHICLE RETAIL          MARKET          FINANCIAL         BUSINESSES                            TOTAL                  AND
Profit or loss - Continuing operations       HOLDINGS        SOUTH AFRICA     AFRICAN REGIONS     INTERNATIONAL     HELD FOR SALE         LOGISTICS        DISTRIBUTION        AND RENTAL            PARTS           SERVICES        HELD FOR SALE     ELIMINATIONS          MOTUS              ELIMINATIONS

R million                                  2016      2015    2016     2015     2016     2015      2016     2015     2016     2015      2016      2015     2016     2015      2016      2015     2016     2015      2016    2015      2016     2015      2016    2015     2016       2015       2016    2015

Revenue                                  59 691    58 201   8 217    7 440    4 874    5 341    12 168    9 025      603    2 214    25 862    24 020    8 903    9 000    29 285    28 575    2 990    2 769       855     801       427    1 989    (7 018) (7 041)  35 442     36 093     (1 613) (1 912)

- South Africa                           34 063    33 744   8 217    7 440                                           118      293     8 335     7 733    8 600    8 965    21 292    20 545    2 974    2 767       855     801       324    1 889    (6 702) (7 041)  27 343     27 924     (1 614) (1 913)
- Rest of Africa                          6 177     6 843                     4 874    5 341                         485      640     5 359     5 981      303       35       815       824       16        2                                           (316)             818        861                  1
- International                          19 451    17 614                                       12 168    9 025             1 281    12 168    10 306                       7 178     7 208                                           103      100                      7 281      7 308          2

Operating profit                          2 879     2 792     498      416      397      395       447      384      (42)       4     1 300     1 199      390      384       694       681      173      157       388     336        (2)     113       (77)    (76)   1 566      1 595         13      (1)

- South Africa                            1 844     1 829     498      416                                           (37)      (6)      461       410      387      384       491       494      174      159       388     336        (1)     118       (77)    (76)   1 362      1 415         20       5
- Rest of Africa                            455       446                       397      395                          (5)      (3)      392       392        3                 62        56       (1)      (2)                                                             64         54
- International                             580       517                                          447      384                13       447       397                         141       131                                            (1)      (5)                       140        126         (7)     (6)

Depreciation, amortisation,
impairments and recoupments              (1 524)   (1 678)   (262)    (302)    (141)    (147)     (427)    (341)              (47)     (830)     (837)    (309)    (330)     (347)     (354)     (19)     (17)      (91)    (81)       (4)    (132)       74      63     (696)      (851)         2      10

- South Africa                             (908)   (1 088)   (265)    (302)                                                    (7)     (265)     (309)    (309)    (330)     (299)     (293)     (19)     (17)      (91)    (81)       (4)    (131)       74      63     (648)      (790)         2      11
- Rest of Africa                           (156)     (163)                     (141)    (147)                                  (1)     (141)     (148)                        (15)      (15)                                                                              (15)       (15)
- International                            (460)     (427)                                        (427)    (341)              (39)     (427)     (380)                        (33)      (46)                                                    (1)                       (33)       (46)                (1)

Interest expense                           (828)     (651)   (162)    (146)    (107)     (77)     (118)     (79)     (11)     (20)     (398)     (322)    (148)    (158)     (269)     (217)     (26)     (23)      (11)      2        (9)     (46)       72      74     (391)      (368)       (39)     39

- South Africa                             (557)     (442)   (162)    (146)                                           (6)      (6)     (168)     (152)    (155)    (159)     (217)     (176)     (26)     (23)      (11)      2        (8)     (45)       72      74     (345)      (327)       (44)     37
- Rest of Africa                           (121)      (87)                     (107)     (77)                         (5)      (4)     (112)      (81)       7        1       (17)       (8)                                                                              (10)        (7)         1       1
- International                            (150)     (122)                                        (118)     (79)              (10)     (118)      (89)                        (35)      (33)                                           (1)      (1)                       (36)       (34)         4       1

Profit before tax*                        1 681     1 937     314      255       53      321       184      223      (51)     (28)      500       771      263      124       415       440      164      152       377     372       (15)      40        (5)      2    1 199      1 130        (18)     36

- South Africa                            1 318     1 299     314      255                                           (42)     (13)      272       242      257      121       272       326      165      154       377     372        (9)      36        (5)      2    1 057      1 011        (11)     46
- Rest of Africa                             92       324                        53      321                          (9)     (24)       44       297        6        3        43        26       (1)      (2)                                                             48         27
- International                             271       314                                          184      223                 9       184       232                         100        88                                            (6)       4                         95         92         (7)    (10)

Additional segment information -
Continuing operations

Analysis of revenue by type

- Sale of goods                          34 738    35 336     558      506    3 605    3 907                  2      499      666     4 662     5 081    2 740    2 756    24 263    23 589    2 961    2 768                         337    1 389      (223)   (246)  30 078     30 256         (2)     (1)
- Rendering of services                  24 953    22 865   7 668    6 933    1 203    1 387    12 168    9 023      104    1 548    21 143    18 891       62       98     3 342     3 047        1        1       338     332        49      478        (3)           3 790      3 956         21      18
                                         59 691    58 201   8 226    7 439    4 808    5 294    12 168    9 025      603    2 214    25 805    23 972    2 802    2 854    27 605    26 636    2 962    2 768       338     332       386    1 867      (226)   (245)  33 867     34 212         18      17

Inter-group revenue                                            (9)       1       66       47                                             57        48    6 101    6 146     1 680     1 939       28        1       517     469        41      122    (6 792) (6 796)   1 575      1 881     (1 632) (1 929)
                                         59 691    58 201   8 217    7 440    4 874    5 341    12 168    9 025      603    2 214    25 862    24 020    8 903    9 000    29 285    28 575    2 990    2 769       855     801       427    1 989    (7 018) (7 041)  35 442     36 093     (1 613) (1 912)
Analysis of depreciation, amortisation,
impairments and recoupments              (1 524)   (1 678)   (262)    (302)    (141)    (147)     (427)    (341)              (47)     (830)     (837)    (309)    (330)     (347)     (354)     (19)     (17)      (91)    (81)       (4)    (132)       74      63     (696)      (851)         2      10

- Depreciation and amortisation          (1 298)   (1 361)   (265)    (297)     (56)     (62)     (283)    (268)              (47)     (604)     (674)    (315)    (216)     (341)     (340)     (17)     (15)      (91)    (81)       (6)     (91)       74      63     (696)      (690)         2       2
- Recoupments and impairments                37        41      20       11        1        7         8       15                          29        33        6        1                   5                                             2        4                          8          9                 (1)
- Amortisation and impairment of
  intangible assets arising on
  business combinations                    (263)     (358)    (17)     (16)     (86)     (92)     (152)     (88)                       (255)     (196)             (115)       (6)       (9)      (2)      (2)                                 (45)                        (8)      (171)                 9

Associate income included in pre-tax
profits                                      47        58       1        1       16       15         8       13                          25        29       (2)     (15)       (1)                21       19                38                  2                         18         49          4     (20)

Operating margin %                          4,8       4,8     6,1      5,6      8,1      7,4       3,7      4,3                         5,0       5,0      4,4      4,3       2,4       2,4      5,8      5,7      45,4    41,9                                           4,4        4,4

* Refer to glossary of terms below.


                                                                                            LOGISTICS                                                                                     MOTUS
                                                                                                                                           VEHICLE                               AFTER         MOTOR RELATED
                                              IMPERIAL         LOGISTICS         LOGISTICS            LOGISTICS          TOTAL           IMPORT AND       VEHICLE RETAIL         MARKET           FINANCIAL                             TOTAL           HEAD OFFICE
Financial position                            HOLDINGS        SOUTH AFRICA    AFRICAN REGIONS       INTERNATIONAL      LOGISTICS        DISTRIBUTION        AND RENTAL           PARTS            SERVICES         ELIMINATIONS         MOTUS         AND ELIMINATIONS

R million                                  2016      2015    2016     2015     2016     2015      2016     2015     2016     2015      2016      2015     2016     2015      2016      2015     2016     2015      2016    2015      2016     2015     2016     2015

Assets
Intangible assets                         9 764     7 866    1 009   1 001    2 258    2 620     5 636    3 259    8 903    6 880       169       253      378      433       285       294                 6         1               833      986       28
Property plant and equipment              9 997    11 736    1 004   1 763      642      703     2 071    2 344    3 717    4 810       509       829    5 387    5 815       405       293        9        8         1       3     6 311    6 948      (31)     (22)
Transport fleet                           5 887     6 372    2 591   2 637      345      486     2 990    3 290    5 926    6 413                                                                                                                       (39)     (41)
Vehicles for hire                         4 320     3 841                                                                             1 647     1 595    2 084    1 938                        1 987    1 658    (1 398) (1 343)    4 320    3 848                (7)
Investments in associates                   666     1 355       29      11      290      384       153      175      472      570       (44)      (42)      39       47       120       104       73      631                         188      740        6       45
Inventories                              16 377    17 815      327     301    1 245    1 830       316      348    1 888    2 479     5 045     5 256    8 241    8 581     1 015     1 349      361      444      (155)   (154)   14 507   15 476      (18)    (140)
Trade and other receivables              14 017    14 391    4 146   3 933    1 480    1 829     3 769    3 575    9 395    9 337     2 613     3 040    2 792    2 740       563       674      730      775    (2 100) (1 914)    4 598    5 315       24     (261)
Other financial assets                       38        30        9       7                 1         5        5       14       13         4         4                                             85       85        27               116       89      (92)     (72)
Cash resources                                         31                                                                                                                                                            31                                  31

Operating assets*                        61 066    63 437    9 115   9 653    6 260    7 853    14 940   12 996   30 315   30 502     9 943    10 935   18 921   19 554     2 388     2 714    3 245    3 638    (3 624) (3 408)   30 873   33 433     (122)    (498)

- South Africa                           33 869    35 636    9 115   9 653                                         9 115    9 653     9 484    10 788   13 016   12 892     2 372     2 578    3 245    3 633    (3 147) (3 271)   24 970   26 625     (218)    (642)
- Rest of Africa                          7 197     8 719                     6 260    7 853                       6 260    7 853       459       147      939      843        16        14                        (477)   (138)      937      866
- International                          20 002    19 082                                       14 940   12 996   14 940   12 996                        4 966    5 819                 122                                   1     4 966    5 942       96      144

Liabilities
Retirement benefit obligations            1 274     1 369                                        1 274    1 369    1 274    1 369
Maintenance and warranty contracts        3 033     3 229                                                                               102       108                                 2 942    3 093                       3 044    3 201      (11)      28
Trade, other payables and provisions     19 189    20 731    4 043   3 470    2 063    2 694     3 261    3 565    9 367    9 729     4 730     4 929    7 134    7 605       779     1 026      481      509    (3 404) (2 899)    9 720   11 170      102     (168)
Other financial liabilities                 417       622       64      33       79      163         1       18      144      214        41        47       26       29         5        56                 2                          72      135      201      274

Operating liabilities*                   23 913    25 951    4 107   3 503    2 142    2 857     4 536    4 952   10 785   11 312     4 873     5 084    7 160    7 634       784     1 082    3 423    3 604    (3 404) (2 899)   12 836   14 505      292      134

- South Africa                           14 135    14 255    4 107   3 503                                         4 107    3 503     4 613     4 960    3 860    3 960       782       999    3 423    3 604    (2 947) (2 759)    9 731   10 764      297      (12)
- Rest of Africa                          2 540     3 348                     2 142    2 857                       2 142    2 857       260       124      593      502         2         5                        (457)   (140)      398      491
- International                           7 238     8 348                                        4 536    4 952    4 536    4 952                        2 707    3 172                  78                                         2 707    3 250       (6)     146

Net working capital                      11 205    11 475      430     764      662      965       824      358    1 916    2 087     2 928     3 367    3 899    3 716       799       997      610      710     1 149     831     9 385    9 621      (96)    (233)

- South Africa                            8 314     9 056      430     764                                           429      764     2 731     3 344    2 728    2 645       787     1 005      610      710     1 169     831     8 025    8 535     (141)    (243)
- Rest of Africa                          1 025     1 169                       662      965                         662      965       197        23      174      175        12         7                         (20)              363      205                (1)
- International                           1 866     1 250                                          824      358      824      358                          997      896                 (15)                                          997      881       45       11

Net debt                                 21 122    18 150    2 838   3 172    2 234    2 892     6 382    3 362   11 454    9 426     5 272     5 210    3 333    3 332       748       754     (875)  (1 231)             (298)    8 478    7 767    1 190      957

- South Africa                           12 349    11 248    2 838   3 172                                         2 838    3 172     5 266     5 174    2 441    2 323       729       710     (875)  (1 231)             (298)    7 560    6 678    1 951    1 398
- Rest of Africa                          2 471     3 246                     2 234    2 892                       2 234    2 892         6        36      212      308        19        10                                           237      354
- International                           6 302     3 656                                        6 382    3 362    6 382    3 362                          681      701                  34                                           682      735     (761)    (441)

Net capital expenditure                   2 416     3 062      210     369       48      228       353      513      611    1 110       714     1 339      893      353       250        22      578      453       611     301     1 824    1 866       19       86

- South Africa                            1 942     2 226      210     369                                           210      369       714     1 339      822      261       249        21      578      453       611     301     1 751    1 773       19       84
- Rest of Africa                             84       293                        48      228                          48      228                           34       62         1         1                                            36       63                 2
- International                             390       543                                          353      513      353      513                           37       30                                                                37       30

* See glossary of terms below.
Note: The segmental information for the financial position gives details on operating assets and liabilities excluding discontinued operations and assets
held for sale. For a further appreciation of the assets, liabilities, interest bearing debt and equity, refer to the Statement of Financial Position.

Glossary of terms

Net asset value per share                equity attributable to owners of Imperial divided by total ordinary shares in issue net of share
                                         repurchased (the deferred ordinary shares only participate to the extent of their par value of 0,04
                                         cents).

Net debt                                 is the aggregate of interest-bearing borrowings, non-redeemable, non-participating preference
                                         shares less cash resources.

Net working capital                      consists of inventories, trade and other receivables, trade and other payables and provisions.

Operating assets                         total assets less loans receivable, tax assets, assets of discontinued operations, assets of disposal
                                         group and cash resources in respect of non-financial services segments.

Operating liabilities                    total liabilities less interest-bearing borrowings, tax liabilities, put option liabilities, liabilities of
                                         discontinued operation and liabilities of disposal group.

Operating margin (%)                     operating profit divided by revenue.

Pre-tax profits                          calculated as profit before tax, impairment of goodwill and profit or loss on sale of investment
                                         in subsidiaries, associates and joint ventures and other businesses.

Return on invested capital (%)           return divided by invested capital. Return is calculated by using an after tax operating profit adjusted
                                         by income from associates. Invested capital is a 12-month average of shareholders equity plus
                                         preference shares plus debt (long-term and short-term interest-bearing borrowings less long-term
                                         loans receivable) less non-financial services cash resources.

Weighted average cost of capital         calculated by multiplying the cost of each capital component by its proportional weight,
(WACC) (%)                               therefore: WACC = (after tax cost of debt % multiplied by average debt weighting) + (cost of
                                         equity multiplied by average equity weighting).



Corporate information

Directors
SP Kana# (Chairman), A Tugendhaft##, (Deputy Chairman), MJ Lamberti (Chief Executive), OS Arbee (Chief Financial Officer), MP de Canha, P Cooper#,
G Dempster#, T Dingaan#, RM Kgosana#, P Langeni#, P Michaux, MV Moosa##, RJA Sparks#, M Swanepoel, Y Waja#
# Independent non-executive ## Non-executive

Company Secretary
RA Venter

Group Investor Relations Manager
E Mansingh

Business address and registered office
Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, 2007

Share transfer secretaries
Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001

Sponsor
Merrill Lynch SA (Pty) Limited, The Place, 1 Sandton Drive, Sandton, 2196
The results announcement is available on the Imperial website: www.imperial.co.za

Date: 21/02/2017 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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