| Fri 9 Nov 2007, 15:20 | | OCE / OCG - Oceana Group Limited - Specific Share |
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OCE
OCE
OCE / OCG - Oceana Group Limited - Specific Share Repurchase
OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
("Oceana")
SPECIFIC SHARE REPURCHASE
1. INTRODUCTION
Oceana shareholders ("shareholders") are advised that Oceana has entered
into an agreement with Khula Enterprise Finance Limited ("Khula") in
terms of which it is proposed that Oceana, through a wholly-owned
subsidiary, will undertake a specific repurchase of Oceana shares to be
effected in terms of sections 85 and 89 of the Companies Act 1973 (Act
61 of 1973), as amended, and the Listings Requirements of the JSE
Limited ("JSE").
This announcement is unrelated to the renewal of the cautionary
announcement released on SENS today, 9 November 2007.
2. TERMS OF THE SPECIFIC SHARE REPURCHASE
In terms of the specific share repurchase Oceana Brands Limited, a
wholly-owned subsidiary of Oceana and formerly known as St Helena Bay
Fishing Industries Limited, intends to purchase 2,615,093 Oceana shares
constituting 2.2% of the issued share capital of Oceana ("the sale
shares") from Khula at a price of R20.00 per sale share ("the
repurchase"). The aggregate consideration for the sale shares is
R52,301,860, which is to be discharged in cash from Oceana`s existing
cash resources. The sale shares will be purchased with all the rights
and benefits attaching thereto including the right to receive the 2007
final dividend and any future dividend declared by Oceana.
The repurchase is conditional upon shareholder approval, excluding
Khula, being obtained in terms of a special resolution of shareholders
by no later than 31 December 2007 and registration of the special
resolution by the Registrar of Companies.
The effective date of the repurchase will be two business days after the
date of registration of the special resolution by the Registrar of
Companies.
3. RATIONALE
An opportunity arose to repurchase shares from Khula at a price of
R20.00 per sale share, which represents a 17% discount to the 30-day
volume weighted average traded price of Oceana shares on the JSE at the
close of business on Thursday, 8 November 2007, being R24.08 per Oceana
share. The board of directors of Oceana believes that the repurchase
will add value to Oceana, as it makes effective use of Oceana`s existing
cash resources and will contribute to a more optimal capital structure.
4. AUTHORITY TO REPURCHASE
A general meeting of shareholders will be held at 09:00 in the
Boardroom, 16th Floor, Metropolitan Centre, 7 Coen Steytler Avenue, Cape
Town on Wednesday, 19 December 2007 where the necessary resolutions
authorising the repurchase will be proposed for consideration ("the
general meeting").
5. PRO FORMA FINANCIAL EFFECTS OF THE REPURCHASE
The pro forma financial effects have been prepared to assist
shareholders to assess the impact of the repurchase on the earnings per
share, diluted earnings per share, headline earnings per share, diluted
headline earnings per share, net asset value ("NAV") per share and
tangible net asset value ("TNAV") per share and are based on the
reviewed results for the twelve months ended 30 September 2007. Due to
their nature, the pro forma financial effects may not fairly present
Oceana`s financial position, changes in equity and results of operations
or cash flows.
The pro forma financial effects are the responsibility of the board of
directors of Oceana and have been prepared for illustrative purposes
only.
Before1 Change After2 Change
Per Oceana share (cents) (cents) (cents) (%)
Earnings 167.4 1.2 3 168.6 3 0.7
Diluted earnings 167.1 1.2 3 168.3 3 0.7
Headline earnings 162.4 1.1 3 163.5 3 0.7
Diluted headline earnings 162.2 1.1 3 163.3 3 0.7
NAV 869.1 -30.3 838.8 -3.5
TNAV 813.7 -31.7 782.0 -3.9
Notes:
1. Based on the published consolidated reviewed results of Oceana for
the year ended 30 September 2007. For purposes of the calculations,
the weighted average number of shares, the diluted weighted average
number of shares and the actual number of Oceana shares in issue
(net of treasury shares) at 30 September 2007 are 100,865,725,
101,016,687 and 100,278,335, respectively.
2. Based on the assumption that the repurchase was effected on 1
October 2006 for income statement purposes and on 30 September 2007
for balance sheet purposes. For the purposes of the calculations,
the weighted average number of shares, the diluted weighted average
number of shares and the actual number of Oceana shares in issue
(net of treasury shares) at 30 September 2007 are 98,250,632,
98,401,594 and 97,663,242, respectively.
3. Based on the assumptions that the repurchase was funded from
Oceana`s existing cash resources, assuming an average interest rate
on call funds of 6.06% per annum after tax that would have been
earned on the cash resources utilised to fund the repurchase. South
African corporate tax rate of 29% has been assumed.
6. DOCUMENTATION
A circular providing further information on the repurchase and
containing, inter alia, a notice of general meeting and a form of proxy
will be posted to shareholders on Monday, 19 November 2007.
7. IMPORTANT DATES AND TIMES
The following important dates and times apply to the repurchase.
2007
Circular posted to shareholders on Monday, 19 November
Last day to lodge forms of proxy for the
general meeting by 09:00 on Friday, 14 December
General meeting to be held on Wednesday, 19 December
Special resolution lodged for registration
on Wednesday, 19 December
Results of general meeting published on
SENS on Wednesday, 19 December
Results of general meeting published in the
press on Thursday, 20 December
Anticipated implementation of the
repurchase Friday, 21 December
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press. Any reference to time is a reference
to South African time.If the general meeting is adjourned or postponed,
forms of proxy must be received by no later than 48 hours prior to the
time of the adjourned or postponed general meeting, provided that, for
the purpose of calculating the latest time by which forms of proxy must
be received, Saturdays, Sundays and gazetted public holidays in South
Africa will be excluded.
Cape Town
9 November 2007
Investment bank and sponsor
Standard Bank
Corporate law advisers
Fairbridges Attorneys
Independent reporting accountants
Deloitte & Touche
Date: 09/11/2007 15:20:01 Produced by the JSE SENS Department.
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