Director's Report  -  for the year ended 30 September 2004


The activities and results of the group are summarised in the Executive Directors’ review and the Financial Directors’ report. In addition, the following statutory information is provided.

SUBSIDIARIES
A schedule giving the details of the company’s holdings in subsidiary companies appears on pages 40 and 41 of this report. The aggregate net income and losses of subsidiaries attributable to the company for the year were as follows:

  12 months 2003
R'million
12 months 2002
R'million
Net income in subsidiaries
Net losses in subsidiaries
-
1,6
-
2.9

AUTHORISED AND ISSUED SHARE CAPITAL

Details of the authorised and issued share capital at 30 September 2004 are included in note 7 to the financial statements.

AUTHORISED SHARE CAPITAL
No change during the year.

ISSUED SHARE CAPITAL

Ordinary Shares
1 000 000 ordinary shares of 1 cent each were issued during the financial year as a result of share options taken up.

Preference Shares
No change during the year.

BORROWING FACILITIES
The group has no borrowing facilities.

EVENTS OCCURRING SUBSEQUENT TO BALANCE SHEET DATE
No significant events have occurred subsequent to the Balance Sheet date.

DIRECTORS

The following directors served in office during the year ended 30 September 2004:

MA Ness- Chairman
DD Hosking
VET O’Hana
MR Bagus
GB Tollman
AA Thompson
QA Southey
Linda Pampallis
-
-
-
-
-
-
-
-
Non Executive Director (British)
Non Executive Director (New Zealand)
Non Executive Director
Non Executive Director
Non Executive Director (USA): appointed 1 January 2004
Executive Director
Executive Director
Executive Director: appointed 1 January 2004

COMPANY SECRETARY
Mr. QA Southey, appointed on 31 May 2003, served as Company Secretary during the year.

SPECIAL RESOLUTIONS
The following special resolutions were passed during the year:

1. To authorise the directors by way of a general authority to repurchase 5.5% cumulative preference shares in the issued share capital of the company from time to time in their descretion, subject to the following limitations:

- any such repurchase will be implemented on the JSE Securities Exchange South Africa;

- any such repurchase may not be made at a price higher than 10% above the weighted average market value for the shares for the five business days preceding the date on which the repurchase was agreed;

- a press announcement giving full details, including the impact on net asset value and earnings per share, will be published at the time of any repurchase representing, on a cumulative basis within any one financial year, 3% or more of the number of shares in issue prior to such repurchase;

- this authority will extend to the date of the next annual general meeting of the company, provided that it will not extend beyond 15 months from the date of this general meeting.


2. To reinstate and confirm the following special resolution:

“To purchase and cancel 50 million ordinary shares of 1 cent each in the issued share capital of the company held by Thompsons Tours Holdings (Pty) Ltd at a price of 5 cents per share, whereafter the issued share capital of the company as at 30 September 2000 will be R6 797 812.81 divided into 679 781 281 shares of 1 cent each, and the share premium account as at 30 September 2000 will be reduced from R60 865 000 to R58 865 000.”

This resolution was necessary in order to align the records at the Registrar of Companies with those of the company.