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HCI
HCI
HCI - HCI - Specific Repurchase Of HCI Shares
Hosken Consolidated Investments Limited
(Registration number 1973/07111/06)
(Incorporated in the Republic of South Africa)
ISIN Number: ZAE000003257 & Share Code: HCI
("HCI" or the "Company")
SPECIFIC REPURCHASE OF HCI SHARES
1. Introduction
HCI shareholders are advised that the company has entered into an
agreement with the Fabvest Investment Holdings Limited ("Fabvest") for
the specific repurchase by HCI of 1 000 000 HCI ordinary shares ("The
Repurchase Shares") from Fabvest subject to certain terms and
conditions ("The Repurchase Transaction"). The Repurchase Shares will
be acquired and cancelled in accordance with the provisions of Section
85 of the Companies Act of 1973, as amended and the Listings
Requirements of the JSE Limited.
2. Rationale
HCI considers it opportune to acquire the repurchase shares.
3. Effective date
The effective date for the Repurchase Transaction is the date whereon
all the suspensive conditions referred to in 6 below are fulfilled
and/or waived.
4. Consideration
The consideration for the acquisition of the Repurchase Shares by HCI
is R67 million (R67 per HCI share ex dividend).
The Consideration is to be discharged in cash from the Company`s
existing resources on the first business day following the Effective
Date.. The Consideration is payable with interest at 8% (eight
percent) per annum compounded monthly should it not be discharged by 1
August 2007.
5. Financial Effects
The pro forma financial effects of the Repurchase Transaction are
presented for illustrative purposes only and because of their nature
may not give a fair reflection of HCI`s financial position after the
transaction. The pro forma financial effects of the repurchase
transaction are based on the published consolidated reviewed results
of HCI for the year ended 31 March 2007, the pro forma financial
effects of the repurchase on HCI`s earnings, headline earnings, net
asset value ("NAV"), and net tangible asset value ("NTAV") are set out
below.
Per HCI share Before After Percentage
change
Earnings (cents) 465 465(2) -
Headline earnings 413 414(2) 0.24%
(cents)
NAV (cents) 1711 1670 (2.4%)
NTAV (cents) 754 706(4) (6.4%)
Notes:
1. Based on the published consolidated reviewed results of HCI for
the year ended 31 March 2007.
2. Based on the assumption that the repurchase was effected on
1 April 2006 for income statement purposes and on 31 March 2007
for balance sheet purposes.
3. Based on the assumption that the repurchase was funded from the
group`s existing cash resources, assuming an average interest
rate on call funds of 7.6% p.a before tax that would have been
earned on the cash resources utilised to fund the acquisition.
SA corporate tax rate has been assumed.
4. Goodwill and intangible assets have been excluded in the
calculation of NTAV per HCI ordinary share.
6. Suspensive conditions
The Repurchase Transaction is subject to the conditions precedent that
by no later than 30 September 2007 :
- the Repurchase Transaction is approved and an appropriate
resolution is passed to such effect by HCI shareholders in
general meeting;
- the resolution is duly registered by the Registrar of Companies
in accordance with the Companies Act of 1973, as amended; and
- the Repurchase Transaction is approved by the JSE Limited.
7. Circular to HCI shareholders
A detailed Circular incorporating a notice of general meeting will be
posted to HCI shareholders in due course.
12 June 2007
Sponsor
Investec Bank Limited
Date: 12/06/2007 16:54:25 Produced by the JSE SENS Department.
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