Notes

1. Basis of preparation
 

This interim report has been prepared and presented in accordance with IAS 34: Interim Financial Reporting and in the manner required by the Companies Act, No. 61 of 1973 (as amended). The condensed financial statements have been prepared under the historic cost convention, except for the revaluation of certain investments and investment property.

The accounting policies used in the preparation of these results are in accordance with International Financial Reporting Standards (IFRS) and consistent in all material respects with those used in the audited annual financial statements for the year ended 30 June 2009, except for the following:

IAS 23 (Amendment), Borrowing Costs (effective for accounting periods beginning on or after 1 January 2009): Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset in terms of IAS 23 form part of the cost of the asset and should be capitalised. In prior financial periods borrowing costs were expensed when incurred. This change in accounting policy has no impact on prior financial periods as the amendment is applied prospectively.

This interim report has not been reviewed or audited by the Group’s auditors and should be read in conjunction with the annual financial statements for the year ended 30 June 2009.

2. Acquisition
 

On 17 August 2009, Clough Limited (Clough) announced that it had acquired 70% of the share capital of Ocean Flow International LLC (Ocean Flow), a subsea engineering and construction management company specialising in deepwater facilities, headquartered in Houston, USA. Consideration of US$9,1 million was paid at the date of acquisition and a further amount of US$0,3 million payable at 31 December 2009 based on a price adjustment mechanism. Ocean Flow has contributed revenue of R38 million and attributable profit of R6 million to Clough.

R millions 31.12.09  
Net asset value acquired 22  
Non-controlling interests* (4)  
Fair value of net assets acquired 18  
Goodwill 56  
Purchase consideration 74  

Goodwill is attributable to Ocean Flow’s position and profitability in the subsea engineering and construction management market, skilled workforce, expertise and synergies expected to arise from the acquisition and is accounted for on a provisional basis.

* Non-controlling interests are measured at the proportionate share of their net identifiable assets.

3. Exceptional items
   
 
R millions 31.12.09   31.12.08   30.6.09  
Profit on disposal of subsidiary   10   20  
Loss on disposal of land and buildings   (12)   (12)  
Exceptional (loss)/profit   (2)   8  
   
4. Reconciliation of headline earnings
   
 
R millions 31.12.09   31.12.08   30.6.09  
Earnings attributable to owners of the parent 576   902   2 018  
Profit on disposal of subsidiary   (10)    
Profit on disposal of investments     (20)  
Impairment of property, plant and equipment 13      
Loss on disposal of property, plant and equipment 5   12   12  
Headline earnings 594   904   2 010