| Wed 29 Aug 2007, 13:04 | | NCL - New Clicks Holdings Limited - Repurchase of |
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NCL
NCL
NCL - New Clicks Holdings Limited - Repurchase of ordinary shares in New Clicks
NEW CLICKS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/000645/06)
Share code: NCL
ISIN: ZAE000014585
("New Clicks")
Repurchase of ordinary shares in New Clicks
1. Introduction
In terms of a general authority granted to New Clicks to repurchase its ordinary
shares by a special resolution passed by New Clicks shareholders on 30 January
2007 ("the general authority"), a maximum of 71 191 448 ordinary shares (being
20% of the issued share capital) could be acquired.
2. Implementation
In terms of paragraphs 5.84 (c ) and 11.27 of the JSE Listings Requirements, New
Clicks announces that it has acquired, in the open market and the derivative
market, a further 11 364 427 ordinary shares, equivalent to 3.19% of the issued
share capital at the time of the granting of the general authority, for a total
consideration of R164 915 798. The repurchases were carried out between 18 June
2007 and 27 August 2007. The highest price paid was R15.70 per share and the
lowest price paid was R13.65 per share. The average price paid was R14.51 per
share.
This brings to 33 976 302 the number of ordinary shares, equivalent to 9.55% of
the issued share capital at the time of the granting of the general authority,
repurchased since the granting of the general authority, for a total
consideration of R501 653 501. The average price paid was R14.76 per share.
The requirements of paragraph 5.72 of the JSE Listings Requirements have been
complied with in the repurchasing of these shares.
All the shares repurchased have been repurchased by a subsidiary of New Clicks
and are being held or will be held in a subsidiary company as treasury shares.
As announced on SENS on 6 August 2007, 20 million New Clicks shares, held as
treasury shares by a subsidiary were cancelled and de-listed on 3 August 2007.
The extent of the authority outstanding is 37 215 146 ordinary shares,
equivalent to 10.45% of the total number of shares in issue.
3. Source of funds
Repurchases to date have been funded from available cash and it is intended that
all future purchases will also be funded from available cash.
4. Opinion of the directors
The directors of New Clicks have considered the impact of the share repurchase
and are of the opinion that:
4.1. New Clicks will be able, in the ordinary course of business, to pay its
debts for a period of 12 months from the date of this announcement.
4.2. The consolidated assets of New Clicks and its subsidiaries are in excess of
the consolidated liabilities, measured in accordance with the accounting
policies used in the audited results for the year ended 31 August 2006.
4.3. The ordinary share capital and consolidated reserves of New Clicks and its
subsidiaries will be adequate for a period of 12 months from the date of
this announcement.
4.4. The working capital of New Clicks and its subsidiaries will be adequate for
a period of 12 months from the date of this announcement.
5. Effect on Earnings and Net Asset Value
Before After Change
(cents) (cents) %
Earnings per share 54.3 55.2 1.7
Headline earnings per share 54.7 55.7 1.8
Fully diluted earnings per share 53.5 54.3 1.5
Fully diluted headline earnings 53.9 54.8 1.7
per share
Net asset value 453 359 (20.8)
Net tangible asset value per 311 206 (33.8)
share
Assumptions
The pro forma financial effects ("after") are calculated on New Clicks unaudited
results for the six months ended 28 February 2007, on a cumulative basis taking
into consideration the shares repurchased since the granting of the general
authority in January 2007, assuming:
- The accounting policies employed by New Clicks for the year ended 31 August
2006 have been applied in making these calculations.
- For the purposes of calculating the earnings and headline earnings related
figures, it was assumed that all the repurchases were carried out on or
before 1 September 2006.
- All the repurchases were financed by excess cash on hand on which interest
was received at an after tax rate of 6.3 % per annum.
- The calculations have been based on a weighted average number of shares in
issue of 342 642 000 and a fully diluted weighted average number of shares
in issue of 347 803 000 as at 28 February 2007.
For the purposes of calculating the net asset and net tangible asset value,
it was assumed that the repurchases were carried out on 28 February 2007.
The calculation is based on 310 929 000 shares in issue being the number of
shares in issue at 28 February 2007 adjusted by the repurchases subsequent
to this date.
6. JSE Limited ("JSE") Listing
All the shares purchased have been repurchased by a subsidiary of New Clicks and
are being held or will be held in a subsidiary company as treasury stock.
Cape Town
29 August 2007
Sponsor
Investec Bank Limited
Date: 29/08/2007 13:04:01 Produced by the JSE SENS Department.
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