CEO Construction Conference and market update

CEO CONSTRUCTION CONFERENCE
Shareholders are advised that Macquarie is hosting a CEO Construction Conference on Tuesday, 6 December 2016 at which the management of the Company will be submitting a presentation providing a market update. The presentation will be made available on the Company’s website at www.wbho.co.za.

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Availability of the integrated report, notice of annual general meeting

WILSON BAYLY HOLMES – OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(the company)

AVAILABILITY OF THE INTEGRATED REPORT,
NOTICE OF ANNUAL GENERAL MEETING

AVAILABIILITY OF THE INTEGRATED REPORT
Shareholders are advised that the Integrated Report for the year ended 30 June 2016, including the summarised consolidated financial statements for the same period, is available on the company’s website at www.wbho.co.za, with effect from Monday, 24 October 2016.

NO CHANGE STATEMENT
The summarised consolidated financial statements included in the Integrated report contain no changes or modifications to the audited summarised consolidated financial statements for the year ended 30 June 2016 that were published on SENS on 6 September 2016 and posted to shareholders on 7 September 2016.

The audited summarised consolidated financial statements for the year ended 30 June 2016 are an extract of the full audited consolidated financial statements which have been audited by BDO South Africa Incorporated and their unmodified report is available for inspection at the company’s registered office.
The full audited consolidated financial statements for the year ended 30 June 2016 are also available on the company’s website.

NOTICE OF ANNUAL GENERAL MEETING
The 34th annual general meeting of Wilson Bayly Holmes-Ovcon Limited will be held at 53 Andries Street, Wynberg, Sandton on Wednesday 16 November 2016 at 11h00 for the purpose of conducting the business as stated in the Notice of Annual General Meeting included with the summarised consolidated financial statements posted to shareholders on 7 September 2016, and which are also available on the company’s website.

The record date for shareholders to be recorded in the register of the Company in order to be able to attend, participate and vote at the annual general meeting is Friday, 11 November 2016 (“voting record date”). Accordingly the last date to trade in order to be registered in the Company’s register of shareholders is Tuesday, 8 November 2016. Forms of proxy must be lodged by no later than 11h00 on Monday, 14 November 2016.

24 October 2016
Johannesburg

Sponsor: Investec Bank Limited

Announcement regarding the settlement agreement concluded with the South African government

Wilson Bayly Holmes – Ovcon Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO ISIN: ZAE000009932

ANNOUNCEMENT REGARDING THE SETTLEMENT AGREEMENT CONCLUDED WITH THE SOUTH AFRICAN GOVERNMENT

Shareholders are advised that WBHO Construction (Pty) Ltd (WBHO) a subsidiary of Wilson Bayly Holmes – Ovcon Limited entered into a settlement agreement (the Settlement Agreement) with the government of the Republic of South Africa (the Government), together with other construction companies (collectively, the Construction Companies), in an effort to address the Construction Companies’ exposure to potential claims for damages from certain identified public entities (the Claims) arising primarily from the fast track settlement process launched by the South African Competition Authorities in February 2011 (the Fast Track Settlement Process), as well as to significantly advance the transformation of the South African construction sector.

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Audited Summary Consolidated Financial Statements for the year ended 30 June 2016

The group delivered strong financial results this year. Markets were once again characterised by strong Australian building markets and subdued civil engineering markets globally. While local building markets have begun to taper, the group has shown good growth from this sector as it continues to increase its market share.

Revenue from continuing operations increased by 6% to R30,7b for the year ended 30 June 2016 as further growth within the group’s building divisions, both in Africa and Australia, continued to moderate the impact of lower activity levels within the mining and other civil engineering sectors.

The impact of these challenging conditions is evident within the group’s African-based operations where revenue decreased by 7% following declines in revenue from both the Roads and earthworks and Civil engineering divisions. Revenue growth in Australia reflects real growth of 8% in Australian dollar terms but was assisted by a weaker rand, where currency effects amounting to R1,5b resulted in overall growth of 18%.

Operating profit before non-trading items increased by 31% to R1b from R768m. This reflects the healthy recovery in profitability in Australia from R11m to R300m, where in the previous year losses on four civil engineering projects were recognised. Profitability from Australia this year was further supported by R45m in unrealised exchange gains following the devaluation of the Rand. Profitability from African based operations declined by 7% in line with lower activity levels.

While the overall margin of 3,3% reflects an improvement over the margin of 2,7% achieved at 30 June 2015, the volume of Australian-based projects, increased local building activity and a heavier weighting toward roadwork within the Roads and earthworks division resulted in the margin being constrained towards the lower end of the group’s targeted range of between 3% and 4,5%.

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Trading statement

The significant increase in earnings per share from continuing operations is attributable to normalised earnings generated from Australia.

The smaller increase anticipated in respect of earnings per share from total operations at 30 June 2016 is due to the loss recognised on the disposal of Capital Star Steel.

The summary consolidated financial statements for the year ended 30 June 2016 are expected to be released on SENS on 5 September 2016.

This statement has not been reviewed nor reported on by the company’s auditors.

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Acquisition of securities by clients of Allan Gray Proprietary Limited

WILSON BAYLY HOLMES – OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(“WBHO” or “the company”)

Acquisition of securities by clients of Allan Gray Proprietary Limited (“Allan Gray”)

In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (“the Act”), and section 3.83(b) of the JSE Listing Requirements, shareholders are advised that Wilson Bayly Holmes-Ovcon Limited has received formal notification that clients of Allan Gray, have, in aggregate, acquired an interest in the ordinary shares of the Company, such that the total interest in the ordinary shares of the Company held by Allan Gray’s clients now amounts to 20.0105% of the total issued ordinary shares of the Company.

Wilson Bayly Holmes-Ovcon Limited hereby confirms that it has received the required notice from Allan Gray in terms of Section 122(1) of the Act. As required in terms of section 122(3) (a) of the Act, Wilson Bayly Holmes- Ovcon Limited has filed the required notice with the Takeover Regulation Panel.

Sponsor: Investec Bank Limited

Johannesburg 18 May 2016

Unaudited Interim Results 2016

Revenue from continuing operations increased by 7% from R14,4b to R15,4b largely due to growth of 19% from Australia. Revenue from the African operations declined by 5%. Significantly lower activity experienced within civil engineering markets continues to affect the group across all its geographies. The impact is most evident in the 17% decline in revenue from the Roads and earthworks division. The current high volumes of local building work assisted in lessening this effect on the Building and civil engineering division which achieved growth of 2%. Similarly, strong growth of 38% in building revenue in Australia offset declining civil engineering related revenue which was impacted by both market conditions and the restructuring of the civil division in the prior year. Revenue from construction materials, which now consists only of the steel reinforcing business within Capital Africa Steel (Pty) Ltd (CAS), increased by 2%.

Operating profit before non-trading items at 31 December 2015 increased by 29% to R495m from R384m in the prior period. This is largely attributable to an improved performance from Australia following the losses recognised on three civil engineering contracts in FY15. The margin of 3,2% achieved continues to be impacted by the heavier weighting of lower margin building and road work within the group’s overall project portfolio. The devaluation of the Rand in December 2015 resulted in unrealized currency gains improving overall profitability by R30m, a large portion of which was attributable to Australia. The Australian margin was negatively affected by the cost of the WBHO Infrastructure strategy implementation. The margin within the Building and civil engineering division has improved from 4,4% achieved in the comparative period but remains consistent with the 4,8% achieved at 30 June 2015 and reflects the strength in the building market. Margins within the Roads and earthworks division remain under pressure having declined further to 6,3% in the current six month period when compared to the 7,2% margin achieved in the previous financial period. A sustained lack of mining activity and increased competition in other lower margin sectors remain key factors behind the decline in margin.

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Trading statement

WILSON BAYLY HOLMES – OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(“WBHO” or “the company”)

TRADING STATEMENT

The directors of Wilson Bayly Holmes-Ovcon Ltd hereby advise shareholders that, in respect of the consolidated interim results for the period ended 31 December 2015, earnings per share and headline earnings per share are expected to vary by the percentages and amounts in the table below in comparison to the restated figures:

table

During the period under review 3Q Mahuma Concrete (Pty) Ltd, a subsidiary of Capital Africa Steel (Pty) Ltd met the requirements for classification as a discontinued operation in terms of International Financial Reporting Standards (IFRS). Earnings per share and headline earnings per share in respect of the comparative period 31 December 2014 have been restated accordingly.

The financial results for the period to 31 December 2015 are expected to be released on SENS 23 February 2016. This statement has not been reviewed or reported on by the company’s auditors.

By order of the board

Johannesburg

12 February 2016

Sponsor: Investec Bank Limited