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SHOPRITE HOLDINGS LIMITED - Shoprite Holdings : Results for the year ended 2 July 2017

Release Date: 22/08/2017 07:10
Code(s): SHP     PDF:  
Wrap Text
Shoprite Holdings : Results for the year ended 2 July 2017

SHOPRITE HOLDINGS LIMITED

(Reg. No. 1936/007721/06)

(ISIN:  ZAE000012084)

(JSE Share code:  SHP)

(NSX Share code:  SRH)

(LuSE Share code:  SHOPRITE)

("the Group")



Key information

The key information is for a 52-week period, compared to 53 weeks of the 

preceding financial year which have been restated for a change in accounting 

policy with respect to the treatment of advertising rebates. The comparative 

figures for the restated 52 weeks are given in brackets and are unaudited. 



-  Trading profit is up 11.6% (52 weeks: 15.7%) to R8 billion.

-  Turnover increased 8.4% - from R130 billion to R141 billion 

   (52 weeks: 10.6% from R127 billion).  

-  Diluted headline earnings per share rose 11.9% - from 900.3 cents to

   1,007.4 cents (52 weeks: 16.1% from 867.6 cents). 

-  EBITDA increased by 6.8% - from R9.4 billion to R10 billion 

   (52 weeks: 8.9% from R9.2 billion).

-  Dividend per share declared 504 cents, an increase of 11.5% over the 

   452 cents of the corresponding period.



Pieter Engelbrecht, chief executive:

The Group achieved strong results in the 52 weeks until 2 July 2017 with 

turnover growth of 8.4% (52 weeks: 10.6%). The core South African supermarket 

operation, which represents 72% of total sales and 79% of trading profit, 

recorded sales growth of 8.0% (52 weeks: 10.5%) in a tough operating 

environment. 



Most South Africans continue to prefer shopping at our supermarkets, which is 

evident from our gain in annual market share, which increased to 31.9%. We 

continue to offer people the lowest prices and to subsidise basic food items to 

assist price sensitive consumers. Internal food inflation averaged 5.9% 

compared to official food inflation of 10%. We have shielded customers from 

R1.8 billion of potential additional expenses, had our prices tracked 

inflation.



Supermarkets outside of South Africa in 14 countries in Africa and the Indian 

Ocean Islands continued to perform well, generating a 11.7% increase (52 weeks: 

13.5%) in turnover. Turnover growth of 31.6% (52 weeks: 33.8%) at constant 

currencies remains strong, albeit at a lower rate than the previous year. 



The Group continues to open new stores and was trading from a total 2 689 

outlets in 15 countries at the end of the reporting period. The Group remains a 

significant job creator with 6 027 new positions filled over the past year. Our

total staff complement rose to 143 802 employees, making our Group the largest

South African employer in the private sector. The Group is also ahead of its

annual target in terms of its 5-year employment equity plan. 



We believe there is room for further growth as we continue to improve 

efficiencies and profitability both in South Africa and beyond the country's 

borders. We made progress on all our strategic priorities, which includes an 

increased focus on our upmarket fresh product offering, increasing private 

label participation as well as the strengthening of our franchise offer and 

footprint expansion. 



Despite a constrained trading environment, the company is healthy and doing 

well across multiple brands and regions.



21 August 2017





Enquiries:

Shoprite Holdings Limited Tel: 021 980 4000

Pieter Engelbrecht, chief executive

Marius Bosman, chief financial officer



Adele Lambrechts Tel: 021 980 4000



OPERATING ENVIRONMENT

South Africa experienced a technical recession in the second half of the 

reporting period, putting further pressure on the already price sensitive 

consumer. In this difficult trading environment, the Group remained resilient 

with growth in sales and market share. Our business on the rest of the 

continent was impacted by various factors, such as slowing economies, lower 

commodity prices and forex shortages. The weakening of most currencies against 

the rand (the Nigerian Naira for instance devalued 22.7% against the rand) also 

impacted turnover. Despite this the Non-RSA Supermarkets increased sales and 

grew its customer base by 8.3% (52 weeks: 10.3%), primarily driven by Angola 

and Nigeria.



COMMENTS ON THE RESULTS



Statement of Comprehensive Income 



Total turnover

Total turnover for the Shoprite Group increased by 8.4% to R141 billion for the 

52 weeks to 2 July 2017 (52 weeks: 10.6%). Growth on a like-for-like basis was 

5.8% compared to 52 weeks of the preceding year. All the segments reported 

satisfactory growths in tough economic conditions. Supermarkets RSA grew by 

8.0% (52 weeks: 10.5% with like-for-like growth at 6.9%). Turnover for the 

Supermarkets Non-RSA division is 11.7% higher (52 weeks: 13.5% with like-for-

like growth at 1%) and growth in constant currencies at 31.6% (52 weeks: 33.8%) 

which accentuates the effect of devaluations of Non-RSA currencies against the 

rand.



Gross profit

Gross profit increased by a healthy 10.3% from R30.7 billion to R33.8 billion 

and is reflected at 23.99% of turnover (2016: 23.58%). This improvement was due 

to an even better contribution from the Group's distribution centers as well as 

more rebates generated by successful promotions. Shrinkage remains well under 

control. During this twelve months, the Group changed its accounting policy 

with respect to the treatment of advertising rebates with certain rebates 

relating to advertising now being deducted from the purchase price of goods. 

The effect on Group results was not material. See note 9 in this announcement 

for more detail. 



Expenses

Depreciation and amortisation increased by 7.5%, lower than the previous year 

and mainly due to an increased number of smaller stores opened during the last 

number of years. Operating leases increased by 9.6%, mainly due to a net 109 

new corporate outlets opened during the year. The higher growth in Employee 

benefits can be ascribed to the effect of higher inflation in the Non-RSA 

countries which, in turn, gave rise to higher wage increases.  With increases 

in Electricity less pronounced this year, other operating expenses increased by 

9.4%. Security costs are still showing double digit growth due to the Group 

having to spend more to protect customers and stores from the scourge of 

burglaries and armed robberies which are on the increase, especially during 

month-ends and grant pay-outs. 



Trading margin

The trading margin increased from 5.60% to 5.76%. This margin reflects the 

effects of real growth in turnover as well as of investment in new stores and 

in the supply-chain infrastructure.  



Exchange rate losses

The Group recorded an exchange rate loss of R236 million against a loss of R46 

million in the corresponding period. This was partly due to the devaluation of 

certain Non-RSA currencies against the US$ and the rand during the period under 

review with the resultant effect on short-term loan balances. In addition, the 

rand also strengthened against the US$ with the result that a loss was also 

recorded on US$ balances held in South Africa as well as certain forward 

foreign exchange contracts. It remains Group policy to enter into forward 

exchange contracts on all imports due to rand volatility.



Finance cost and interest received

When compared to the corresponding period, net interest expense decreased due 

to the convertible bonds that converted during the year resulting in the last 

interest payment being forfeited. 



Earnings per share

Diluted headline earnings per share increased by 11.9% from 900.3 cents to 

1,007.4 cents and increased by 16.1% when the 53rd week in the previous year is 

excluded.



Statement of Financial Position



Property, plant and equipment and intangible assets

The increase is due to the investment in a net 109 new corporate outlets, 

vacant land purchased for strategic purposes, investment in information 

technology to support inventory management, distribution centre developments as 

well as normal asset replacements.



Cash and cash equivalents and bank overdrafts

The decrease in cash at the reporting date resulted from the purchase of 

US$ Index Linked Angolan Government bonds to the value of R1.4 billion during 

the 12 months. This was done as a hedge against a possible devaluation of the 

Angolan kwanza. In addition, the calendar month closed before the accounting 

month-end date, with the result that some creditors were paid before accounting 

cut-off. Capital expenditure for the year was higher than the corresponding 12 

months due to the building of a new distribution centre in the Western Cape, 

South Africa.



Inventory

The increase in inventory is due to the provisioning of the net 109 new 

corporate outlets as well as the increased capacity created in some of the 

distribution centres. Management is actively pursuing reducing inefficient 

stock holding at branch level and the roll out of new information systems in 

the new year is expected to assist in this.



Trade and other payables

Trade and other payables show an increase of 5% on the previous year when the 

calendar month closed before the accounting month-end date, with the result 

that creditors were paid before the cut-off. This increase goes hand in hand 

with inventory that also increased more than the growth in turnover.   



Borrowings

R4.59 billion of the convertible bonds were converted during the year and R108 

million redeemed. 27 149 869 shares were issued in the conversion. 



Pro Forma Information

Certain financial information presented in these annual financial results 

constitutes pro forma financial information. The pro forma financial 

information is the responsibility of the board of directors of the Company and 

is presented for illustrative purposes only. Because of its nature, the pro 

forma financial information may not fairly present the Group's financial 

position, changes in equity, results of operations or cash flows. 



An assurance report (in terms of ISAE 3420: Assurance Engagements to Report on 

the Compilation of Pro Forma Financial Information) has been issued by the 

Group's auditors in respect of the pro forma financial information included in 

this announcement. The assurance report is available for inspection at the 

registered office of the Company.



Impact of the Group's pro forma constant currency disclosure

The Group discloses unaudited constant currency information in order to 

indicate the Group's underlying Non-RSA businesses performance in terms of 

sales growth, excluding the effect of foreign currency fluctuations. To present 

this information, current period turnover for entities reporting in currencies 

other than ZAR are converted from local currency actuals into ZAR at the prior 

year's actual average exchange rates on a country-by-country basis. 



The table below sets out the percentage change in turnover, based on the actual 

results for the financial year, in reported currency and constant currency for 

the following major currencies. The total impact on Supermarkets Non-RSA is 

also reflected after consolidating all currencies in this segment. 



                           Reported Currency           Constant Currency

                         % Change      % Change      % Change      % Change

                         on prior      on prior      on prior      on prior

                           period        period        period        period

                         53 weeks      52 weeks      53 weeks      52 weeks



Angola kwanza                47.4          49.2          78.6          80.9

Nigeria naira                (8.2)         (7.0)         48.2          50.2

Zambia kwacha                (1.0)          1.0          (1.3)          0.7

Mozambique metical          (18.4)        (16.9)         20.1          22.3

Total Supermarkets Non-RSA   11.7          13.5          31.6          33.8



Impact of the previous year's extra week on 2017 year-end financial reporting 

The Group reports on the retail calendar of trading weeks which results in the 

inclusion of a 53rd week approximately every six years, as pointed out in the 

Basis of Preparation. 



The results for the financial year under review are for a 52-week period, ended 

2 July 2017, compared to 53 weeks in the previous financial year. It is 

therefore useful and good governance to report pro forma information for a 52-

week 2016 comparative period, so as to facilitate comparisons against the prior 

and current period results.



The unaudited pro forma 52-week information for the previous financial year has 

been prepared for illustrative purposes only, to indicate how such information 

compares to the actual audited results of the Group for the 52-week period

ended 2 July 2017.



The estimated financial impact of the extra week in the prior period is shown 

below:

              Change     Change  52 weeks  53 weeks                52 weeks

                  on         on        to        to                      to

               prior      prior    2 July    3 July       Extra      3 July

              period     period      2017      2016        week        2016

            53 weeks   52 weeks   Audited   Audited  adjustment   Pro forma

                   %          %        Rm        Rm          Rm          Rm

Sale of 

merchandise

Total            8.4       10.6   141 000   130 028      (2 591)    127 437

References 

were made to 

the following 

subtotals:

Supermarkets 

RSA              8.0       10.5   101 734    94 167      (2 073)     92 094

Checkers RSA     8.5       10.8    38 594    35 557        (711)     34 846

Shoprite RSA     6.0        8.6    51 992    49 027      (1 160)     47 867

Usave RSA        7.8       10.4     5 919     5 489        (128)      5 361

LiquorShop RSA  20.4       22.7     4 838     4 018         (75)      3 943

Supermarkets 

Non-RSA         11.7       13.5    24 840    22 246        (369)     21 877

Furniture        4.3        6.2     5 432     5 207         (93)      5 113

Cost of sales    7.9       10.2  (107 174)  (99 372)      2 139     (97 233)

Gross profit    10.3       12.0    33 826    30 656        (452)     30 204

Other income 

and expenses     9.9       10.9   (25 699)  (23 375)        198     (23 177)

Trading profit

Total           11.6       15.7     8 127     7 281        (254)      7 027

References 

were made to 

the following 

subtotals:

Supermarkets 

RSA             10.2       14.1     6 424     5 828        (197)      5 631

Supermarkets 

Non-RSA         14.7       18.9     1 407     1 227         (44)      1 183

Profit before 

income tax      11.2       15.4     7 615     6 848        (249)      6 599

Income tax 

expense          9.1       13.2    (2 180)   (1 998)         72      (1 926)

Profit after 

tax             12.1       16.3     5 435     4 850        (177)      4 673

EBITDA           6.8        8.9    10 013     9 376                   9 194

Diluted 

headline 

earnings 

per share 

(cents)         11.9       16.1   1 007.4     900.3                   867.6



Notes:

1. The accounting policies adopted by the Group in the latest audited 

   annual financial statements, which have been prepared in accordance with

   International Financial Reporting Standards, have been used in preparing

   the unaudited pro forma 52-week information.

2. The extra week adjustments were calculated with reference to:

   - Actual sales of merchandise (which have been extracted from the

     Group's accounting records) and cost of sales for the extra week from

     29 June 2015 to 5 July 2015;

   - Other income and expenses based on an assessment of management

     information and

   - The effective tax rate applicable to the extra week period.

3. The calculation of diluted headline earnings per share for the pro

   forma 52-week period is based on the weighted number of shares for that

   period.

4. The extra week adjustments, in the opinion of the directors, fairly

   reflects the results for the one week period from 29 June 2015 to 5 July

   2015.



Like-for-like comparisons

Like-for-like sales is a measure of the growth in the Group's year-on-year 

sales, removing the impact of new store openings and closures in the current 

or previous reporting periods. 



                                  52 weeks   52 weeks   52 weeks   52 weeks

                                        to         to         to         to

                                    2 July     2 July     3 July     3 July

References were made      Change      2017       2017       2016       2016

to the following        in like-                Like-        Pro      Like-

subtotals of sale       for-like   Audited   for-like      forma   for-like

of merchandise                 %        Rm         Rm         Rm         Rm

Total                        5.8   141 000    131 258    127 437    124 063

Supermarkets RSA             6.9   101 734     97 679     92 094     91 360

Supermarkets Non-RSA         1.0    24 840     21 732     21 877     21 521



NUMBER OF OUTLETS 2 JULY 2017



                                       12 MONTHS                  CONFIRMED

                                                                        NEW

                                                                     STORES

                          2016     OPENED     CLOSED       2017        2018

SUPERMARKETS             1 171         72         17      1 226          82

SHOPRITE                   579         38          4        613          41

CHECKERS                   201         10          2        209          14

CHECKERS HYPER              37          0          0         37           0

USAVE                      354         24         11        367          27



LIQUORSHOP                 337         54          1        390          32



HUNGRY LION                187         11          1        197           9

  

FURNITURE                  497         23         32        488          19

OK FURNITURE               444         23         31        436          17

HOUSE & HOME                53          0          1         52           2



OK FRANCHISE               359         52         23        388          34

 

TOTAL STORES             2 551        212         74      2 689         176



COUNTRIES OUTSIDE RSA       14                               14

TOTAL STORES OUTSIDE RSA   386         55          4        437          43



These numbers exclude the MediRite pharmacies as they are located within stores.



OPERATIONAL REVIEW



Supermarkets RSA

The core South African supermarket operation again delivered a strong 

performance in a tough operating environment. It grew sales by 8.0% to R101.734 

billion during the reporting period (52 weeks: 10.5%). In total the South 

African division boasts 31.9% market share, while almost all its brands gained 

market share and continues to grow. 



Checkers, which includes the larger format Hyper stores, remains the star 

performer and grew sales by 8.5% (52 weeks: 10.8%) to R38.594 billion. The 

division now trades through 239 outlets.



In line with the trend towards more frequent and fresh shopping and wellness 

and healthier eating we have vastly improved our fresh, convenience and healthy 

eating ranges. Our fresh and convenience product offering has been doubled over 

the past year with great success. It resulted in increased spend by more 

affluent customers. 



The Shoprite brand, with its focus on middle and lower-income consumers, 

continued to subsidise basic food prices to assist the most vulnerable. 

Notwithstanding its shopper base being the hardest hit, Shoprite grew sales by 

6% (52 weeks: 8.6%) to R52 billion. 



Usave, the Group's small-format hard discount chain, is positioned to offer the 

lowest possible prices on a limited assortment. It delivered a healthy sales 

growth of 7.8% (52 weeks: 10.4%).



The Group's LiquorShop brand is the country's fastest-growing retail liquor 

chain with a store opening rate of one per week. Its performance has been 

excellent, with an exceptional ROI and growth in sales of 20.4% (52 weeks: 

22.7%) to R4.8 billion. Market share is now 18.2%, a 0.72 percentage point 

increase year-on-year. 



Our supermarkets are supported by an extensive and sophisticated supply-line 

infrastructure that ensures on-shelf availability. With about 750 000 square 

metres of distribution space, we are the country's and continent's largest 

distributor. 



Supermarkets Non-RSA

Supermarkets Non-RSA, which trades in 14 countries in the rest of Africa and 

the Indian Ocean islands, again produced healthy results. The 308 outlets 

generated sales of R24.8 billion, 11.7% higher than the corresponding period 

(52 weeks: 13.5%). Angola and Nigeria continue to be the top performers, 

despite a shortage of foreign currency in these oil-producing countries. We 

have also seen a good recovery in Namibia this year. 



In the first half of the year the Group had a substantial competitive advantage 

over many other traders in the region by funding its stock requirements from 

its external balance sheet. Operations came under pressure in the latter half 

of the year as sales slowed down, severely impacted by various factors such as 

the devaluation of most currencies against the rand. 



Slowing economies, lower commodity prices and forex shortages also negatively 

impacted retail sales. Notwithstanding the trading difficulties, the customer 

base remains healthy, with the Group's supermarkets in Angola and Nigeria 

increasing customers by 35.7% (52 weeks: 37.7%) and 38.2% (52 weeks: 40.4%) 

respectively.



Angola delivered a strong performance and now accounts for the lion's share of 

Non-RSA sales. Our 30 supermarkets are well ahead of expectations. We opened 

one store in the financial year, with an additional two to be opened in the 

next 12 months. We have also purchased a distribution centre which will improve 

supply chain efficiencies and on-shelf availability. 



Restrictions on key imported lines remained a challenge in Nigeria, but through 

a focused marketing drive on local products we managed to generate a 48.2% 

sales growth (52 weeks: 50.2%) in local currency. The region holds significant 

growth potential for the Group despite short term issues including the oil 

price, a devaluing currency and the ban on certain imports to stem the outflow 

of dollars. We have 23 stores in the country with a further two under 

construction. 



Furniture

The Furniture division performed well compared to its peers in a very tough 

environment, with more restrictive credit regulation and low consumer 

confidence putting pressure on sales. It grew turnover by 4.3% (52 weeks:

6.2%). A robust performance by the 77 stores outside South Africa supported

this growth.



In South Africa, where the division trade under the OK Furniture, OK Power 

Express and House & Home brands, the year was characterised by heightened 

competition in a depressed durable goods market. OK Furniture, by far the 

biggest divisional brand, traded relatively well and grew sales by 10.4%. Plans 

are in place to reposition the House & Home brand, which continues to 

experience challenges. Outside South Africa our nine stores in Angola are 

trading particularly well and we plan to expand our operation in the country. 



Other Operating Segments

The OK Franchise division produced excellent results with sales up 10.1% and 

growth in market share. This is an important extension of our business as it 

gives us access to neighbourhoods and smaller, mostly rural communities where 

about 60% of the stores are currently located. A future focus will include the 

main-stream convenience market in metropoles. The division now trades largely 

under the OK Foods, OK MiniMark and OK Express brands, as well as a wholesale 

division, Megasave, which enables franchisees to benefit from the Group's 

buying power. 



Members' purchases from Group distribution centres grew by 29% over the twelve 

months. While increasing the frequency of deliveries to members, the division 

extended its offering to include perishables and frozen products and showed 

better product availability for consumers. The division now has 388 members in 

South Africa and Namibia, while we continue to receive significant interest 

from potential franchisees across the continent. 



The franchise division has a strong growth focus and continues its 

modernisation to improve service delivery and to enhance the image of the OK 

brand.



The MediRite division comprises two business units - the retail pharmacy chain 

MediRite and Transpharm, a wholesaler of medical products. While growth is 

hindered by, amongst others, government imposed exit price restrictions, the 

losses experienced at MediRite have been well contained and the progress of the 

division is positive. MediRite trades from a total 162 pharmacies and expanded 

its footprint in Angola, where we now have 13 pharmacies. Plans are also 

underway for expansion to Mozambique. Transpharm, which supplies to MediRite as 

well as a number of external customers, showed improved profitability. 



Computicket is still hampered by consumers' lack of disposable income with 

customers cutting back on their discretionary spending. We are however 

cautiously confident about sales growth after branching out into new business 

by adding sports competition entries to the booking offer. The travel section 

continues to do well despite the adverse trading environment.



GROUP PROSPECTS AND OUTLOOK

The Group is healthy and its business continues to perform well across multiple 

brands and countries. This diversification of brands and territories offers us 

many levers to pull to navigate the slower growth environment envisaged. In 

South Africa, high levels of unemployment are bound to persist with continued 

consumer indebtedness and shrinking disposable income, but we have proved our 

ability to operate profitably in such circumstances. Our international sales 

have also strengthened despite trading in challenging markets, driven by 

improvements across our offer. We expect the positive sales momentum to 

continue in South Africa and beyond the country's borders. 



RETIREMENT OF CEO AND BOARD MEMBERS

In the past year Dr Whitey Basson, who headed Shoprite since 1979, retired as 

CEO, but continues his association with the Shoprite Group in the role of vice 

chairman. Dr Basson has been succeeded by Mr Pieter Engelbrecht who, for most 

of his 20 years with the Group, has worked in close association with Dr Basson. 

Two esteemed board members, Messrs Brian Weyers and Aubrey Karp, who joined the 

Group in 1980 and 1990 respectively, also retired during the year. Mr Weyers 

served as a director of Shoprite Holdings since 1997 and Mr Karp was appointed 

to the board in 2005. 



DIVIDEND NO 137

The board has declared a final dividend of 324 cents (2016: 296 cents) per 

ordinary share, payable to shareholders on Monday, 11 September 2017. The 

dividend has been declared out of income reserves. This brings the total 

dividend for the year to 504 cents (2016: 452 cents) per ordinary share. The 

last day to trade cum dividend will be Tuesday, 5 September 2017. As from 

Wednesday, 6 September 2017, all trading of Shoprite Holdings Ltd shares will 

take place ex dividend. The record date is Friday, 8 September 2017. Share 

certificates may not be dematerialised or rematerialised between Wednesday, 

6 September 2017, and Friday, 8 September 2017, both days inclusive.



In terms of the Dividends Tax, the following additional information is 

disclosed:

1. The local dividend tax rate is 20%.

2. The net local dividend amount is 259.20 cents per share for shareholders

   liable to pay Dividends Tax and 324 cents per share for shareholders

   exempt from paying Dividends Tax.

3. The issued ordinary share capital of Shoprite Holdings Ltd as at the 

   date of this declaration is 600 021 829 ordinary shares.

4. Shoprite Holdings Ltd's tax reference number is 9775/112/71/8.



BASIS OF PREPARATION

The Group reports on the retail calendar of trading weeks which treats each 

financial year as an exact 52-week period, incorporating trade from Monday to 

Sunday each week. This treatment effectively results in the loss of a day (or 

two in a leap year) per calendar year. These days are brought to account 

approximately every six years by including a 53rd week. Accordingly, the 

results for the financial year under review are for a 52-week period, ended 

2 July 2017, compared to 53 weeks in the previous financial year.



These summarised consolidated financial results are prepared in accordance with 

the requirements of the JSE Limited Listings Requirements for preliminary 

reports and the requirements of the Companies Act applicable to summary 

financial statements. The Listings Requirements require preliminary reports to 

be prepared in accordance with the framework concepts and the measurement and 

recognition requirements of International Financial Reporting Standards (IFRS), 

the SAICA Financial Reporting Guides as issued by the Accounting Practices 

Committee and Financial Pronouncements as issued by the Financial Reporting 

Standards Council and to also, as a minimum, contain the information required 

by IAS 34: Interim Financial Reporting.



The accounting policies applied in the preparation of the consolidated annual 

financial statements from which the summarised consolidated financial results 

were derived are in terms of International Financial Reporting Standards and 

are consistent with those accounting policies applied in the preparation of the 

previous consolidated annual financial statements, except as set out below. 

Various new and revised accounting standards became effective during the year, 

but their implementation had no significant impact on the results of either the 

current or the previous year.



The preparation of these summarised consolidated financial results for the year 

ended 2 July 2017 have been supervised by Mr M Bosman, CA(SA), and have been 

audited by PricewaterhouseCoopers Inc., who expressed an unmodified opinion 

thereon. The auditor also expressed an unmodified opinion on the consolidated 

annual financial statements from which these summarised consolidated financial 

results were derived. Copies of the auditor's reports on both the consolidated 

annual financial statements and the summarised consolidated financial results 

are available for inspection at the Company's registered office. The auditor's 

report does not necessarily report on all the information contained in this 

announcement. Shareholders are therefore advised that in order to obtain a full 

understanding of the nature of the auditor's engagement they should obtain a 

copy of the auditor's report together with the accompanying financial 

information from the registered office of the Company. The consolidated annual 

financial statements, together with the integrated annual report, will be 

available on www.shopriteholdings.co.za on 30 September 2017.



Held-to-maturity investments

During the reporting period, the Group acquired AOA, USD Index Linked, Angola 

Government Bonds which are classified as held-to-maturity investments. The 

Group classifies investments as held-to-maturity if they are non-derivative 

financial assets with fixed or determinable payments and fixed maturities and 

the Group intends to, and is able to, hold them to maturity.



Held-to-maturity financial assets are recognised initially at fair value plus 

directly attributable transaction costs. Subsequent to initial recognition, 

held-to-maturity financial assets are measured at amortised cost, using the 

effective interest rate method. These financial assets are included under non-

current assets unless it matures within 12 months after statement of financial 

position date. Interest on held-to-maturity financial assets is recognised in 

the statement of comprehensive income as part of other operating income.



If there is objective evidence that an impairment loss has been incurred, the 

amount of the loss is measured as the difference between the held-to-maturity 

investments' carrying amount and the present value of the estimated future cash 

flows discounted at the original effective interest rate applicable to the 

relevant held-to-maturity investments. The carrying amount will be reduced and 

the loss recognised in the statement of comprehensive income.



Change in accounting policy

During the reporting period, the Group changed its accounting policy with 

respect to the treatment of advertising rebates. The Group previously reflected 

these rebates net of advertising expenses as part of other operating income. 

The change in accounting policy is effective for the year ended 2 July 2017 and 

has been applied retrospectively. This has therefore resulted in a restatement 

of the comparative 2016 figures on the statement of financial position and 

statement of comprehensive income. Refer to note 9 for further information and 

a summary of the effect of this change in accounting policy.



DIRECTORATE AND ADMINISTRATION



Executive directors

PC Engelbrecht (CEO), CG Goosen, M Bosman, B Harisunker, EL Nel



Non-executive directors

CH Wiese (chairman), JW Basson (vice chairman)



Independent non-executive directors

JF Basson, JJ Fouche, EC Kieswetter, JA Louw, ATM Mokgokong, JA Rock



Alternate non-executive directors

JAL Basson

JD Wiese



Company secretary

PG du Preez



Registered office

Cnr William Dabs and Old Paarl Roads, Brackenfell, 7560, South Africa

PO Box 215, Brackenfell, 7561, South Africa 

Telephone: +27 (0)21 980 4000, facsimile: +27 (0)21 980 4050

Website: www.shopriteholdings.co.za



Transfer secretaries

South Africa: Computershare Investor Services (Pty) Ltd, PO Box 61051, 

Marshalltown, 2107, South Africa 

Telephone: +27 (0)11 370 5000, facsimile: +27 (0)11 688 5238, 

email: Web.Queries@Computershare.co.za 

Website: www.computershare.com



Namibia: Transfer Secretaries (Pty) Ltd, PO Box 2401, Windhoek, Namibia 

Telephone: +264 (0)61 227 647, email: ts@nsx.com.na 



Zambia: ShareTrack Zambia, Spectrum House, Stand 10 Jesmondine, 

Great East Road, Lusaka, Zambia 

PO Box 37283, Lusaka, Zambia

Telephone: +260 (0)211 374 791 - 374 794, facsimile: +260 (0)211 374 781, 

email: sharetrack@scs.co.zm 

Website: www.sharetrackzambia.com 



Sponsors 

South Africa: Nedbank Corporate and Investment Banking, PO Box 1144, 

Johannesburg, 2000, South Africa

Telephone: +27 (0)11 295 8525, facsimile: +27 (0)11 294 8525, 

email: doristh@nedbank.co.za

Website: www.nedbank.co.za  



Namibia: Old Mutual Investment Services (Namibia) (Pty) Ltd, PO Box 25549, 

Windhoek, Namibia 

Telephone: +264 (0)61 299 3347, facsimile: +264 (0)61 299 3500, 

email: NAM-OMlnvestmentServices@oldmutual.com 



Zambia: Pangaea Securities Ltd, 1st Floor, Pangaea Office Park, Great East 

Road, Lusaka, Zambia

PO Box 30163, Lusaka 10101, Zambia 

Telephone: +260 (0)211 220 707 / 238 709, facsimile: +260 (0)211 220 925, 

email: info@pangaea.co.zm

Website: www.pangaea.co.zm 



Auditors

PricewaterhouseCoopers Incorporated, PO Box 2799, Cape Town, 8000, South Africa

Telephone: +27 (0)21 529 2000, facsimile: +27 (0)21 529 3300

Website: www.pwc.com/za



SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



                                                                   Restated

                                                      Audited       Audited

                                                     52 weeks      53 weeks

                                              %          2017          2016

                                 Notes   change            Rm            Rm+



Sale of merchandise                         8.4       141 000       130 028 

Cost of sales                               7.9      (107 174)      (99 372)

GROSS PROFIT                               10.3        33 826        30 656 

Other operating income                      7.0         2 615         2 444 

Depreciation and amortisation               7.5        (2 176)       (2 025)

Operating leases                            9.6        (3 819)       (3 486)

Employee benefits                          10.5       (10 498)       (9 499)

Other operating expenses                    9.4       (11 821)      (10 809)

TRADING PROFIT                             11.6         8 127         7 281 

Exchange rate losses                                     (236)          (46)

Items of a capital nature                                (166)          (11)

OPERATING PROFIT                            6.9         7 725         7 224 

Interest received                          29.9           226           174 

Finance costs                             (31.7)         (340)         (498)

Share of profit/(loss) of 

equity accounted investments                                4           (52)

PROFIT BEFORE INCOME TAX                   11.2         7 615         6 848 

Income tax expense                          9.1        (2 180)       (1 998)

PROFIT FOR THE YEAR                        12.1         5 435         4 850 



OTHER COMPREHENSIVE INCOME, 

NET OF INCOME TAX                                        (933)         (579)

Items that will not be reclassified 

to profit or loss

  Re-measurements of post-employment 

  medical benefit obligations                               3             1 

Items that may subsequently be 

reclassified to profit or loss

  Foreign currency translation 

  differences                                            (822)         (680)

  Share of foreign currency translation 

  differences of equity accounted 

  investments                                            (103)           76 

    For the period                                       (103)          122 

    Reclassified to profit for the period                   -           (46)

  (Losses)/gains on effective cash flow hedge             (11)           24 



TOTAL COMPREHENSIVE INCOME FOR THE YEAR                 4 502         4 271 



PROFIT ATTRIBUTABLE TO:                                 5 435         4 850 

  Owners of the parent                                  5 428         4 844 

  Non-controlling interest                                  7             6 



TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:             4 502         4 271 

  Owners of the parent                                  4 495         4 265 

  Non-controlling interest                                  7             6 



Basic earnings per share (cents)     5     10.3         999.8         906.0 

Diluted earnings per share (cents)   5      9.3         984.8         901.3 

Basic headline earnings per 

share (cents)                        5     13.1       1 023.2         905.0 

Diluted headline earnings 

per share (cents)                    5     11.9       1 007.4         900.3 



+ The 2016 figures have been restated for the change in accounting policy.

  Refer to note 9 for more detail.



SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION



                                                     Restated      Restated

                                        Audited       Audited       Audited

                                           2017          2016          2015

                                 Notes       Rm            Rm+           Rm+



ASSETS

NON-CURRENT ASSETS                       24 572        20 633        18 586 

Property, plant and equipment            18 407        16 908        15 374 

Equity accounted investments                 27            95           178 

Held-to-maturity investments         1    1 311             -             - 

Loans and receivables                     1 110           599           547 

Deferred income tax assets                  859           698           569 

Intangible assets                         2 355         1 857         1 458 

Trade and other receivables                 503           476           460 



CURRENT ASSETS                           31 032        27 351        25 053 

Inventories                              17 794        15 055        13 321 

Trade and other receivables               5 105         5 096         4 568

Derivative financial instruments              1             -             - 

Current income tax assets                   154           146            44 

Loans and receivables                       211           270            59 

Cash and cash equivalents                 7 767         6 784         7 061 



Assets held for sale                        119            17            13 



TOTAL ASSETS                             55 723        48 001        43 652 



EQUITY

CAPITAL AND RESERVES ATTRIBUTABLE TO 

OWNERS OF THE PARENT

Share capital                        2      681           650           650 

Share premium                             8 585         4 029         4 029 

Treasury shares                      2     (446)         (760)         (759)

Reserves                                 18 838        17 155        14 905 

                                         27 658        21 074        18 825 

NON-CONTROLLING INTEREST                     91            65            68 

TOTAL EQUITY                             27 749        21 139        18 893 



LIABILITIES

NON-CURRENT LIABILITIES                   1 492         1 492         5 659 

Borrowings                           3        -           102         4 305 

Deferred income tax liabilities              96           128           187 

Provisions                                  232           267           321 

Fixed escalation operating 

lease accruals                            1 164           995           846 



CURRENT LIABILITIES                      26 482        25 370        19 100 

Trade and other payables                 17 414        16 590        17 432 

Borrowings                           3    3 274         5 022           567 

Derivative financial instruments              -            32             2 

Current income tax liabilities              582           574           960 

Provisions                                  154           187           136 

Bank overdrafts                           5 058         2 965             3 



TOTAL LIABILITIES                        27 974        26 862        24 759 



TOTAL EQUITY AND LIABILITIES             55 723        48 001        43 652 



+ The 2015 and 2016 figures have been restated for the change in accounting

  policy. Refer to note 9 for more detail.



SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY



                                                                       Non-

                                                        Total   controlling 

Rm                                                     equity      interest



BALANCE AT 28 JUNE 2015

AS PREVIOUSLY STATED                                   19 160            68 

Effect of adjusted treatment of 

advertising rebates (note 9)                             (267)

AS RESTATED                                            18 893            68 



Total comprehensive income                              4 271             6 

  Profit for the year - AS RESTATED                     4 850             6 

    AS PREVIOUSLY STATED                                4 847             6 

    Effect of adjusted treatment of 

    advertising rebates (note 9)                            3             - 

  Recognised in other comprehensive income

    Re-measurements of post-employment 

    medical benefit obligations                             1

    Foreign currency translation 

    differences                                          (604)

    Gains on effective cash flow hedge                     33

    Income tax effect of gains on 

    effective cash flow hedge                              (9)



Share-based payments - value of 

employee services                                         140

Modification of cash bonus arrangement 

transferred from provisions                                 7

Purchase of treasury shares                               (28)

Treasury shares disposed                                    9

Realisation of share-based payment reserve                  -

Dividends distributed to shareholders                  (2 153)           (9)

BALANCE AT 3 JULY 2016                                 21 139            65 



Total comprehensive income                              4 502             7 

  Profit for the year                                   5 435             7 

  Recognised in other 

  comprehensive income

    Re-measurements of post-employment 

    medical benefit obligations                             4

    Income tax effect of re-measurements 

    of post-employment medical benefit 

    obligations                                            (1)

    Foreign currency translation 

    differences                                          (925)

    Losses on effective cash flow hedge                   (15)

    Income tax effect of losses on 

    effective cash flow hedge                               4



Share-based payments - value of 

employee services                                         139

Modification of cash bonus arrangement 

transferred from provisions                                 6

Purchase of treasury shares                               (59)

Treasury shares disposed                                    2

Realisation of share-based payment reserve                  -

Ordinary shares issued on conversion of 

convertible bonds                                       4 587

Equity component of convertible bonds 

converted during the period transferred 

to retained earnings                                        -

Non-controlling interest on acquisition 

of subsidiary                                               2             2 

Non-controlling interest on disposal of 

subsidiary                                                 27            27 

Dividends distributed to shareholders                  (2 596)          (10)

BALANCE AT 2 JULY 2017                                 27 749            91



SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)



                                       Attributable to owners of the parent

                                                        Share         Share

Rm                                        Total       capital       premium



BALANCE AT 28 JUNE 2015

AS PREVIOUSLY STATED                     19 092           650         4 029 

Effect of adjusted treatment of 

advertising rebates (note 9)               (267)

AS RESTATED                              18 825           650         4 029 



Total comprehensive income                4 265             -             - 

  Profit for the year - AS RESTATED       4 844

    AS PREVIOUSLY STATED                  4 841

    Effect of adjusted treatment of 

    advertising rebates (note 9)              3

  Recognised in other comprehensive income

    Re-measurements of post-employment 

    medical benefit obligations               1

    Foreign currency translation 

    differences                            (604)

    Gains on effective cash flow hedge       33

    Income tax effect of gains on 

    effective cash flow hedge                (9)



Share-based payments - value of 

employee services                           140

Modification of cash bonus arrangement 

transferred from provisions                   7

Purchase of treasury shares                 (28)

Treasury shares disposed                      9

Realisation of share-based payment reserve    -

Dividends distributed to shareholders    (2 144)

BALANCE AT 3 JULY 2016                   21 074           650         4 029 



Total comprehensive income                4 495             -             -

  Profit for the year                     5 428

  Recognised in other 

  comprehensive income

    Re-measurements of post-employment 

    medical benefit obligations               4

    Income tax effect of re-measurements 

    of post-employment medical benefit 

    obligations                              (1)

    Foreign currency translation 

    differences                            (925)

    Losses on effective cash flow hedge     (15)

    Income tax effect of losses on 

    effective cash flow hedge                 4



Share-based payments - value of 

employee services                           139

Modification of cash bonus arrangement 

transferred from provisions                   6

Purchase of treasury shares                 (59)

Treasury shares disposed                      2

Realisation of share-based payment reserve    -

Ordinary shares issued on conversion of 

convertible bonds                         4 587            31         4 556 

Equity component of convertible bonds 

converted during the period transferred 

to retained earnings                          -

Non-controlling interest on acquisition 

of subsidiary                                 -

Non-controlling interest on disposal of 

subsidiary                                    -

Dividends distributed to shareholders    (2 586)

BALANCE AT 2 JULY 2017                   27 658           681         8 585



SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)



                                       Attributable to owners of the parent

                                       Treasury         Other      Retained

Rm                                       shares      reserves      earnings



BALANCE AT 28 JUNE 2015

AS PREVIOUSLY STATED                       (759)        1 005        14 167 

Effect of adjusted treatment of 

advertising rebates (note 9)                                           (267)

AS RESTATED                                (759)        1 005        13 900 



Total comprehensive income                    -          (580)        4 845 

  Profit for the year - AS RESTATED                                   4 844 

    AS PREVIOUSLY STATED                                              4 841 

    Effect of adjusted treatment of 

    advertising rebates (note 9)                                          3 

  Recognised in other comprehensive income

    Re-measurements of post-employment 

    medical benefit obligations                                           1 

    Foreign currency translation 

    differences                                          (604)

    Gains on effective cash flow hedge                     33

    Income tax effect of gains on 

    effective cash flow hedge                              (9)



Share-based payments - value of 

employee services                                         140

Modification of cash bonus arrangement 

transferred from provisions                                 7

Purchase of treasury shares                 (28)

Treasury shares disposed                      9

Realisation of share-based payment reserve   18           (18)

Dividends distributed to shareholders                                (2 144)

BALANCE AT 3 JULY 2016                     (760)          554        16 601



Total comprehensive income                    -          (936)        5 431

  Profit for the year                                                 5 428

  Recognised in other 

  comprehensive income

    Re-measurements of post-employment 

    medical benefit obligations                                           4 

    Income tax effect of re-measurements 

    of post-employment medical benefit 

    obligations                                                          (1)

    Foreign currency translation 

    differences                                          (925)

    Losses on effective cash flow hedge                   (15)

    Income tax effect of losses on 

    effective cash flow hedge                               4



Share-based payments - value of 

employee services                                         139

Modification of cash bonus arrangement 

transferred from provisions                                 6

Purchase of treasury shares                 (59)

Treasury shares disposed                      2

Realisation of share-based payment reserve  371          (371)

Ordinary shares issued on conversion of 

convertible bonds

Equity component of convertible bonds 

converted during the period transferred 

to retained earnings                                     (361)          361 

Non-controlling interest on acquisition 

of subsidiary

Non-controlling interest on disposal of 

subsidiary

Dividends distributed to shareholders                                (2 586)

BALANCE AT 2 JULY 2017                     (446)         (969)       19 807



SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                   Restated

                                                      Audited       Audited

                                                   year ended    year ended

                                                         2017          2016

                                          Notes            Rm            Rm+



CASH FLOWS FROM OPERATING ACTIVITIES                    3 339         1 443 

Operating profit                                        7 725         7 224 

Less: investment income                                  (189)         (111)

Non-cash items                              6.1         3 089         2 681 

Changes in working capital                  6.2        (2 278)       (3 334)

Cash generated from operations                          8 347         6 460 

Interest received                                         399           258 

Interest paid                                            (416)         (426)

Dividends received                                         16            27 

Dividends paid                                         (2 595)       (2 152)

Income tax paid                                        (2 412)       (2 724)



CASH FLOWS UTILISED BY INVESTING ACTIVITIES            (6 985)       (4 733)

Investment in property, plant and equipment 

and intangible assets to expand operations             (3 836)       (3 304)

Investment in property, plant and equipment 

and intangible assets to maintain operations           (1 331)       (1 448)

Proceeds on disposal of property, plant and 

equipment and intangible assets                            40            85 

Payments for held-to-maturity investments              (1 370)            - 

Amounts paid to Resilient Africa (Pty) Ltd               (612)         (208)

Amounts received from Resilient 

Africa (Pty) Ltd                                          136             - 

Other investing activities                                 (2)          (55)

Proceeds on disposal of investment 

in associate                                                -           197 

Cash outflow on disposal of investment 

in subsidiary                                              (9)            - 

Acquisition of subsidiary                                  (1)            - 



CASH FLOWS FROM FINANCING ACTIVITIES                    2 826            10 

Purchase of treasury shares                               (59)          (28)

Proceeds from treasury shares disposed                      4             9 

Redemption of Shoprite Holdings Ltd 

preference share capital                                    -            (2)

Convertible bonds settled at maturity date               (108)            - 

Increase in borrowing from ABSA Bank Ltd                1 361             - 

Increase in borrowing from 

Barclays Bank Mauritius Ltd                             1 224             - 

Increase in borrowing from Standard 

Chartered Bank (Mauritius) Ltd                            476           216 

Repayment of borrowing from 

Standard Bank de Angola, S.A.                            (111)         (201)

Increase in other borrowings                               39            16 



NET MOVEMENT IN CASH AND CASH EQUIVALENTS                (820)       (3 280)

Cash and cash equivalents at the 

beginning of the year                                   3 819         7 058 

Effect of exchange rate movements on cash 

and cash equivalents                                     (290)           41 

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR        2 709         3 819 



Consisting of:

Cash and cash equivalents                               7 767         6 784 

Bank overdrafts                                        (5 058)       (2 965)

                                                        2 709         3 819 



+ The 2016 figures have been restated for the change in accounting policy. 

  Refer to note 9 for more detail.



SUMMARISED OPERATING SEGMENT INFORMATION



ANALYSIS PER REPORTABLE SEGMENT



                                                      Audited 2017

                                   Supermarkets  Supermarkets

                                            RSA       Non-RSA     Furniture

                                             Rm            Rm            Rm



Sale of merchandise                     107 001        24 867         5 432 

  External                              101 734        24 840         5 432 

  Inter-segment                           5 267            27             -

Trading profit                            6 424         1 407           123 

Interest income included in 

trading profit                               70            78           314 

Depreciation and amortisation*            1 884           421           108 

Total assets                             32 535        16 407         4 180 



                                                      Audited 2017

                                                        Other 

                                                    operating

                                                     segments  Consolidated

                                                           Rm            Rm



Sale of merchandise                                     9 000       146 300 

  External                                              8 994       141 000 

  Inter-segment                                             6         5 300 

Trading profit                                            173         8 127 

Interest income included in 

trading profit                                             36           498 

Depreciation and amortisation*                             44         2 457 

Total assets                                            2 601        55 723 



                                               Restated Audited 2016+

                                   Supermarkets  Supermarkets

                                            RSA       Non-RSA     Furniture

                                             Rm            Rm            Rm



Sale of merchandise                      98 103        22 263         5 207 

  External                               94 167        22 246         5 207 

  Inter-segment                           3 936            17             -

Trading profit                            5 828         1 227            91 

Interest income included in 

trading profit                               62             5           316 

Depreciation and amortisation*            1 737           413            96 

Total assets                             29 985        11 489         3 965



                                               Restated Audited 2016+

                                                        Other 

                                                    operating

                                                     segments  Consolidated

                                                           Rm            Rm



Sale of merchandise                                     8 436       134 009 

  External                                              8 408       130 028 

  Inter-segment                                            28         3 981 

Trading profit                                            135         7 281 

Interest income included in 

trading profit                                             28           411 

Depreciation and amortisation*                             42         2 288 

Total assets                                            2 562        48 001



GEOGRAPHICAL ANALYSIS



                                                  Audited 2017

                                                      Outside

                                   South Africa  South Africa  Consolidated

                                             Rm            Rm            Rm



Sale of merchandise - external          113 660        27 340       141 000 

Non-current assets**                     16 101         5 164        21 265 



                                         Restated Audited 2016++

                                                      Outside

                                   South Africa  South Africa  Consolidated

                                             Rm            Rm            Rm



Sale of merchandise - external          105 603        24 425       130 028 

Non-current assets**                     14 274         4 967        19 241 



+  The 2016 figures have been restated for the change in accounting policy.

   Refer to note 9 for more detail.

++ The 2016 figures have been restated for the reclassification of prepaid 

   land leases from current to non-current assets. Refer to note 10 for more 

   detail.

*  Represent gross depreciation and amortisation before appropriate 

   allocations of distribution cost.

** Non-current assets consist of property, plant and equipment, intangible 

   assets and non-financial trade and other receivables.



SELECTED EXPLANATORY NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL RESULTS



                                                      Audited       Audited

                                                         2017          2016

                                                           Rm            Rm



1    HELD-TO-MATURITY INVESTMENTS

     AOA, USD Index Linked, Angola Government Bonds     1 311             - 



     The AOA, USD Index Linked, Angola Government 

     Bonds earn interest at an average rate of 

     7.0% p.a. and are repayable within 36 months. 

     Accrued interest is payable bi-annually. These 

     bonds are denominated in Angola kwanza and no 

     allowance for impairment has been made. The 

     maximum exposure to credit risk at the reporting 

     date is the carrying value. The Group does not 

     hold any collateral as security.



2    SHARE CAPITAL AND TREASURY SHARES

2.1  Ordinary share capital

     Authorised:

       650 000 000 (2016: 650 000 000) 

       ordinary shares of 113.4 cents each



     Issued:

       600 021 829 (2016: 572 871 960) 

       ordinary shares of 113.4 cents each                681           650 



     Reconciliation of movement in 

     number of ordinary shares issued:

                                    Number of shares

                                  2017          2016

     Balance at the

     beginning of the year 572 871 960   572 871 960

     Shares issued during 

     the year               27 149 869             -

     Balance at the 

     end of the year       600 021 829   572 871 960



     Details of the shareholder spread and major 

     shareholders are disclosed in the Shareholder 

     Analysis contained in the Integrated Report.



     Treasury shares held by Shoprite Checkers 

     (Pty) Ltd are netted off against share 

     capital on consolidation. The net number 

     of ordinary shares in issue for the Group are:



                                    Number of shares

                                  2017          2016

     Issued ordinary 

     share capital         600 021 829   572 871 960

     Treasury shares 

     (note 2.3)            (36 166 544)  (38 246 183)

                           563 855 285   534 625 777



     The unissued ordinary shares are under the 

     control of the directors who may issue 

     them on such terms and conditions as they 

     deem fit until the Company's next annual 

     general meeting.



     All shares are fully paid up.



2.2  Deferred share capital

     Authorised:

       360 000 000 (2016: 360 000 000) 

       non-convertible, non-participating 

       no par value deferred shares





     Issued:

       305 621 601 (2016: 291 792 794) 

       non-convertible, non-participating 

       no par value deferred shares                         -             -



     Reconciliation of movement in number of 

     deferred shares issued:

                                    Number of shares

                                  2017          2016

     Balance at the 

     beginning 

     of the year           291 792 794   291 792 794

     Shares issued 

     during the year        13 828 807             -

     Balance at the end 

     of the year           305 621 601   291 792 794



     The unissued deferred shares are not under 

     the control of the directors, and can only 

     be issued under predetermined circumstances as 

     set out in the Memorandum of Incorporation 

     of Shoprite Holdings Ltd.



     All shares are fully paid up and carry the 

     same voting rights as the ordinary shares.

                                                          681           650 



2.3  Treasury shares

     36 166 544 (2016: 38 246 183) ordinary shares        446           760 



     Reconciliation of movement in number 

     of treasury shares for the Group:

                                    Number of shares

                                  2017          2016

     Balance at the

     beginning of the year  38 246 183    38 221 703

     Shares purchased 

     during the year           300 439       194 916

     Shares disposed 

     during the year           (19 259)      (57 503)

     Shares utilised for 

     settlement of 

     equity-settled 

     share-based payment 

     arrangements           (2 360 819)     (112 933)

     Balance at the 

     end of the year        36 166 544    38 246 183



     Consisting of:

     Shares owned by 

     Shoprite Checkers 

     (Pty) Ltd              35 436 572    35 436 572

     Shares held by 

     Shoprite Checkers 

     (Pty) Ltd for the 

     benefit of participants 

     to equity-settled 

     share-based payment 

     arrangements              729 972     2 809 611

                            36 166 544    38 246 183



3    BORROWINGS

     Consisting of:

     Convertible bonds (note 3.1)                           -         4 655 

     ABSA Bank Ltd (note 3.2)                           1 304             - 

     Barclays Bank Mauritius Ltd (note 3.3)             1 173             - 

     Standard Chartered Bank (Mauritius) Ltd (note 3.4)   652           222 

     Standard Bank de Angola, S.A.                          -           121 

     First National Bank of Namibia Ltd                   134           105 

     The Standard Bank of South Africa Ltd                 11             - 

     Other borrowings                                       -            21 

                                                        3 274         5 124 



3.1  Convertible bonds

     The Group has issued 6.5% convertible bonds 

     for a principal amount of R4.7 billion 

     (2016: R4.7 billion). The bonds matured on 

     3 April 2017 at their nominal value. Bondholders 

     had the option to convert their convertible 

     bonds at the maturity date at the rate of 

     5 919.26 shares per R1 million. The values of 

     the liability component and the equity conversion 

     component were determined at issuance of the bonds.



     The fair value of the liability component was 

     calculated using a market interest rate for an 

     equivalent non-convertible bond at initial 

     recognition. The residual amount, representing 

     the value of the equity conversion option, was 

     initially included in shareholders' equity in other 

     reserves, net of income taxes, and transferred to 

     retained earnings upon conversion and redemption.



     The convertible bonds recognised in the statement 

     of financial position is calculated as follows:



     Liability component at the beginning of the year   4 655         4 511 

     Ordinary shares issued on conversion of 

     convertible bonds                                 (4 587)            - 

     Convertible bonds settled at maturity date          (108)            - 

     Interest expense                                     187           449 

     Interest paid                                       (147)         (305)

     Liability component at the end of the year             -         4 655 



3.2  ABSA Bank Ltd

     This loan is denominated in US dollar, unsecured,

     payable within 12 months and bears interest at 

     an average of 1.82% (2016: N/A) p.a.



3.3  Barclays Bank Mauritius Ltd

     This loan is denominated in US dollar, unsecured,

     payable within 12 months and bears interest at 

     an average of 2.16% (2016: N/A) p.a.



3.4  Standard Chartered Bank (Mauritius) Ltd

     This loan is denominated in US dollar, unsecured,

     payable within 12 months and bears interest at 

     an average of 2.47% (2016: 2.65%) p.a.



4    FAIR VALUE DISCLOSURES

     The fair value of Angola Government Bonds included in held-to-

     maturity investments amounted to R1.3 billion (2016: N/A) at the 

     statement of financial position date. The fair value is calculated 

     using cash flows discounted at a rate based on the borrowings rate of 

     7.0% (2016: N/A) and is within level 2 of the fair value hierarchy.



     The fair value of USD denominated amounts owing by Resilient Africa 

     (Pty) Ltd included in loans and receivables amounted to R586 million 

     (2016: N/A) at the statement of financial position date. The fair value 

     is calculated using cash flows discounted at a rate based on the 

     borrowings rate of 3.0% (2016: N/A) and is within level 2 of the fair 

     value hierarchy.



     The fair value of amounts owing by employees included in loans and 

     receivables amounted to R102 million (2016: R217 million) at the 

     statement of financial position date. The fair value is calculated 

     using cash flows discounted at a rate based on the borrowings rate of 

     10.5% (2016: 10.5%) and is within level 2 of the fair value hierarchy.



     The fair value of the liability component of the convertible bonds 

     amounted to R4.7 billion at the previous statement of financial 

     position date. The fair value was calculated using cash flows 

     discounted at a rate based on the borrowings rate of 9.5% and was 

     within level 2 of the fair value hierarchy.



     The book value of all other financial assets and liabilities 

     approximate the fair values thereof.



                                                                   Restated

                                                      Audited       Audited

                                                         2017          2016

                                                           Rm            Rm+



5    EARNINGS PER SHARE

     Profit attributable to owners of the parent        5 428         4 844 

     Re-measurements                                      167            13 

     Profit on disposal and scrapping of property           -            (1)

     Loss on disposal and scrapping of plant and 

     equipment and intangible assets                       79            59 

     Impairment/(reversal of impairment) of property, 

     plant and equipment                                   19           (16)

     Impairment of intangible assets                       70            66 

     Insurance claims receivable                           (5)          (25)

     Profit on disposal of investment in associate          -           (71)

     Loss/(profit) on other investing activities            3            (1)

     Re-measurements included in share of 

     profit/loss of equity-accounted investments            1             2 

     Income tax effect on re-measurements                 (41)          (19)

     Headline earnings                                  5 554         4 838 



     Number of ordinary shares                           '000          '000

     - In issue                                       563 855       534 626 

     - Weighted average                               542 927       534 636 

     - Weighted average adjusted for dilution         564 814       537 423 



     Reconciliation of weighted average number 

     of ordinary shares in issue during the year:

     Weighted average number of ordinary shares       542 927       534 636 

     Adjustments for dilutive potential of 

     full share grants and convertible bonds           21 887         2 787 

     Weighted average number of ordinary shares 

     for diluted earnings per share                   564 814       537 423 



     Earnings per share                                 Cents         Cents

     - Basic earnings                                   999.8         906.0 

     - Diluted earnings                                 984.8         901.3 

     - Basic headline earnings                        1 023.2         905.0 

     - Diluted headline earnings                      1 007.4         900.3 



     + The 2016 figures have been restated for the change in accounting

       policy. Refer to note 9 for more detail.



                                                                   Restated

                                                      Audited       Audited

                                                         2017          2016

                                                           Rm            Rm+



6    CASH FLOW INFORMATION

6.1  Non-cash items

     Depreciation of property, plant and equipment      2 146         1 993 

     Amortisation of intangible assets                    311           295 

     Net fair value (gains)/losses on financial 

     instruments                                          (33)           30 

     Exchange rate losses                                 236            46 

     Profit on disposal and scrapping of property           -            (1)

     Loss on disposal and scrapping of plant and 

     equipment and intangible assets                       79            59 

     Impairment/(reversal of impairment) of property, 

     plant and equipment                                   19           (16)

     Impairment of intangible assets                       70            66 

     Profit on disposal of investment in associate          -           (71)

     Movement in provisions                               (52)            5 

     Movement in cash-settled share-based payment accrual  11           (10)

     Movement in share-based payment reserve              139           140 

     Movement in fixed escalation operating 

     lease accruals                                       163           145 

                                                        3 089         2 681 



6.2  Changes in working capital

     Inventories                                       (3 237)       (1 998)

     Trade and other receivables                         (164)         (588)

     Trade and other payables                           1 123          (748)

                                                       (2 278)       (3 334)



     + The 2016 figures have been restated for the change in accounting

       policy. Refer to note 9 for more detail.



7    RELATED PARTY INFORMATION

     During the year under review, in the ordinary course of business,

     certain companies within the Group entered into transactions with

     each other. All these intergroup transactions are similar to those in

     the prior year and have been eliminated in the annual financial

     statements on consolidation. Related party transactions also include

     key management personnel compensation, loans to directors and loans to

     associates and joint ventures. For further information, refer to the

     audited annual financial statements.



     In terms of an employment agreement, Dr Basson is entitled to put

     all Shoprite Holdings Ltd shares directly or indirectly held by him

     against the Company whilst still in the employment of the Company. The

     specific repurchase will be subject to the provisions of the Memorandum

     of Incorporation of the Company, the Companies Act, No. 71 of 2008 (as

     amended) and the JSE Limited Listings Requirements, where applicable.

     Dr Basson formally notified the Company of the exercising of the put

     option on 2 May 2017 whereby a specific repurchase of 8 683 327

     Shoprite Holdings Ltd shares was proposed at R211.01 per share.

     Subsequently the purchase price of each Put Option share was reduced to

     R201.07, being the 30-day VWAP of the ordinary shares up to and

     including 2 May 2017. The general shareholders meeting, where

     shareholders are required to approve this transaction, will be held on

     5 September 2017.



                                                                   Restated

                                                      Audited       Audited

                                                         2017          2016

                                                           Rm            Rm+



8    SUPPLEMENTARY INFORMATION

     Contracted capital commitments                     1 807         1 682 

     Contingent liabilities                                85           146 

     Net asset value per share (cents)                  4 905         3 942 



     + The 2016 figures have been restated for the change in accounting

       policy. Refer to note 9 for more detail.



9    CHANGE IN ACCOUNTING POLICY

     During the year, the Group changed its accounting policy with respect

     to the treatment of advertising rebates. Although nothing has changed

     in "IAS 2 Inventories", "IFRS 15: Revenue from contracts with

     customers" has provided a principle that can be applied when

     determining which rebates should be deducted in determining the costs

     of purchase in accordance with paragraph 11 of IAS 2. IFRS 15 provides

     more clarity on how the supplier should treat the payment of rebates

     to its customers: "An entity shall account for consideration payable

     to a customer as a reduction of the transaction price and, therefore,

     of revenue unless the payment to the customer is in exchange for a

     distinct good or service that the customer transfers to the entity."

                                   

     The Group has changed its policy in applying IAS 2 paragraph 11 and now

     considers whether the good/service provided to the supplier in exchange

     for the advertising rebates is distinct from the purchase of the 

     goods/services from the supplier. The Group's advertising rebates

     result from the process of negotiating the best product price with the

     supplier and therefore the Group does not provide distinct goods or

     services to its suppliers in exchange for the rebates.



     The Group previously classified these rebates net of advertising

     expenses with its other operating income in the statement of

     comprehensive income. It was concluded that the Group's inventory

     accounting policy should be changed as a result of the additional

     guidance provided by IFRS 15 with regards to the accounting treatment

     of rebates. Further, in accordance with "IAS 8: Accounting policies,

     changes in accounting estimates and errors", it results in information

     that is more relevant to the financial position and performance.

                                   

     The change in accounting policy is effective for the year ended 

     2 July 2017 and has been applied retrospectively. This has therefore

     resulted in a restatement of the comparative 2016 and 2015 figures on

     the statement of financial position. The aggregate effect of the

     changes in accounting policy on the annual financial statements for

     these periods are as follows:                              

                    

                                           2016          2016         2016

                                     Previously     Effect of     

                                       reported        change     Restated

                                             Rm            Rm           Rm

                    

9.1  Impact on statement of 

     financial position

     Deferred income tax assets             599            99           698 

     Inventories                         15 420          (365)       15 055 

     TOTAL ASSETS                        48 267          (266)       48 001 

                    

     Reserves                            17 419          (264)       17 155 

     Deferred income tax liabilities        130            (2)          128 

     TOTAL EQUITY AND LIABILITIES        48 267          (266)       48 001



                                           2015          2015         2015

                                     Previously     Effect of     

                                       reported        change     Restated

                                             Rm            Rm           Rm

                    

9.1  Impact on statement of 

     financial position (continued)

     Deferred income tax assets             469           100           569 

     Inventories                         13 689          (368)       13 321 

     TOTAL ASSETS                        43 920          (268)       43 652 

                    

     Reserves                            15 172          (267)       14 905 

     Deferred income tax liabilities        188            (1)          187 

     TOTAL EQUITY AND LIABILITIES        43 920          (268)       43 652



                                           2016          2016          2016

                                     Previously     Effect of     

                                       reported        change      Restated

                                             Rm            Rm            Rm



9.2  Impact on statement of 

     comprehensive income

     Cost of sales                     (102 792)        3 420       (99 372)

     GROSS PROFIT                        27 236         3 420        30 656 

     Other operating income               3 711        (1 267)        2 444 

     Other operating expenses            (8 659)       (2 150)      (10 809)

     TRADING PROFIT                       7 278             3         7 281 

     PROFIT FOR THE YEAR                  4 847             3         4 850 

     TOTAL COMPREHENSIVE INCOME 

     FOR THE YEAR                         4 268             3         4 271 



     Basic earnings per share (cents)     905.4           0.6         906.0 

     Diluted earnings per share (cents)   900.7           0.6         901.3 

     Basic headline earnings 

     per share (cents)                    904.4           0.6         905.0 

     Diluted headline earnings 

     per share (cents)                    899.7           0.6         900.3 

                                   

                                           2016          2016          2016

                                     Previously     Effect of     

                                       reported        change      Restated

                                             Rm            Rm            Rm



9.3  Impact on statement of cash flows                              

     Operating profit                     7 221             3         7 224 

     Changes in working capital          (3 331)           (3)       (3 334)

     NET MOVEMENT IN CASH AND 

     CASH EQUIVALENTS                    (3 280)            -        (3 280)

                                   

10   RECLASSIFICATION OF DISCLOSURE ITEMS

     Certain reclassifications of statement of financial position items in the

     current year resulted in changes to the relevant comparative

     information to ensure accurate comparability with the current year

     information. The affected line items are detailed below.

               

     Reclassification of fixed escalation operating lease accruals to trade

     and other receivables and reclassification of prepaid land leases from

     current trade and other receivables to non-current. These

     reclassifications ensured that all operating lease receivables are

     classified together and that current and non-current trade and other

     receivables are reflected appropriately.



                                                         2016          2015

                                                           Rm            Rm



     Decrease in fixed escalation operating 

     lease accruals                                        28             9 

     Increase in trade and other receivables              476           460 

     Increase in non-current assets                       448           451 

               

     Decrease in trade and other receivables              448           451 

     Decrease in current assets                           448           451 

               

     TOTAL ASSETS                                           -             -


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