Notes:

1.

Basis of preparation

This preliminary report has been prepared and presented in accordance with IAS34: Interim Financial Reporting, Schedule 4 of the Companies Act, No. 61 of 1973 (as amended) and is derived from a set of Annual Financial Statements that are in compliance with International Financial Reporting Standards (IFRS). The accounting policies used in the preparation of these results are consistent in all material respects with those used in the prior year. The condensed financial statements have been prepared under the historic cost convention, except for the revaluation of certain investments and investment property.

The Group's 2009 Annual Financial Statements were audited by the Group's external auditors, Deloitte & Touche, whose unmodified audit opinion is available for inspection at the company's registered office.

 
2.

Exceptional items

R millions 30.6.09   30.6.08  
Property fair value adjustment   2  
Profit on disposal of investments 20   214  
(Loss)/profit on disposal of land and buildings (12)   43  
Impairment of investments and goodwill   (111)  
Other   (3)  
Exceptional profit 8   145  
 
3.

Profit from discontinued operations

Clough Limited (Clough), having undertaken a strategic review of its operations, has confirmed its intent to concentrate activities within the Oil & Gas market, resulting in the decision to dispose of its 82% holding in PT Petrosea Tbk and related entities (Petrosea), which is focused on the Indonesian coal sector. On 26 February 2009, Clough announced that it had entered into a binding Heads of Agreement to sell its shareholding in Petrosea to PT Indika Energy Tbk for a cash consideration of US$83.8 million. The sale of Petrosea was completed subsequent to year end, on 6 July 2009. The results of Petrosea have been recorded in these financial statements as being a discontinued operation. Financial information relating to Petrosea for the year is set out below. The prior year includes financial information for Petrosea and Harvey Roofing Products (Proprietary) Limited.

R millions 30.6.09   30.6.08  
Revenue 1 606   1 510  
Earnings before interest and depreciation 152   238  
Depreciation (65)   (87)  
Earnings before interest and taxation 87   151  
Net interest expense (20)   (15)  
Taxation 12   (49)  
Earnings after taxation 79   87  
Share of profit from associates   2  
Profit from discontinued operations 79   89  
Minority interest relating to discontinued operations 34   35  
Cash flows from discontinued operations include the following:        
Cash flow from operating activities 12   158  
Cash flow from investing activities (346)   (67)  
Cash flow from financing activities 147   (65)  
Net (decrease)/increase in cash and cash equivalents (187)   26  
 
4.

Reconciliation of headline earnings

R millions 30.6.09   30.6.08  
Earnings attributable to shareholders of the holding company 2 018   1 714  
Revaluation of investment property   (2)  
Profit on disposal of investments (20)   (214)  
Loss/(profit) on disposal of land and buildings 12   (43)  
Impairment of investments   101  
Impairment of goodwill   10  
Taxation effect on above adjustments   11  
Minority interest on above adjustments   92  
Headline earnings 2 010   1 669  
 
5.

Post balance sheet event

On 6 July 2009, Clough completed the disposal of 82% held Indonesian listed contract mining subsidiary PT Petrosea Tbk for a cash consideration of US$83.8 million. The financial effects of the transaction have not been brought into account at 30 June 2009. The results of Petrosea have been recorded as being a discontinued operation and the assets and liabilities of Petrosea have been recorded as held-for-sale.

On 17 August 2009, Clough announced that it had acquired 70% of the share capital of Ocean Flow International LLC (Ocean Flow), with the remaining 30% to be acquired over the next three years. Ocean Flow is a subsea engineering and construction management company specialising in deepwater facilities, headquartered in Houston, USA.


 

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We may make statements that are not historical facts and relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour” and “project” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that predictions, forecasts, projections and other forward-looking statements will not be achieved.

If one or more of these risks materialise, or should underlying assumptions prove incorrect, actual results may be very different from those anticipated. The factors that could cause our actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements are discussed in each year’s annual report. Forward-looking statements apply only as of the date on which they are made, and we do not undertake other than in terms of the Listings Requirements of the JSE Limited, to update or revise any statement, whether as a result of new information, future events or otherwise. All profit forecasts published in this report are unaudited. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein.