| Wed 20 Feb 2008, 13:05 | | CNL - Control Instruments - Repurchase Of Shares |
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CNL
CNL
CNL - Control Instruments - Repurchase Of Shares
CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
JSE Share Code: CNL
ISIN: ZAE000001665
("Control Instruments" or "the Company")
REPURCHASE OF ORDINARY SHARES IN CONTROL INSTRUMENTS
1. Introduction
In terms of the general authority granted to Control Instruments to
repurchase its ordinary shares by a special resolution passed by Control
Instruments shareholders at the annual general meeting held on 19 June
2007, a maximum of 27 887 351 ordinary shares (being 20% of the issued
share capital) could be acquired ("the general authority").
Further to its announcement dated 4 February 2008, Control Instruments has
repurchased a total of 9.21% of its issued share capital at the time of the
granting of the general authority.
2. Implementation
In terms of paragraph 11.27 of the JSE Limited ("JSE") Listings
Requirements, Control Instruments announces that it has acquired, through
the order book operated by the JSE trading system, a further 4 916 237
ordinary shares at an average price of R1.30 per share for a total
consideration of R6 391 681.
This brings the total number of ordinary shares repurchased since the
granting of the general authority to 12 838 811, which is equivalent to
9.21% of the issued share capital at the time of the granting of the
general authority, for a total consideration of R17 142 057. The
repurchases were carried out between 18 December 2007 and 19 February 2008.
The highest price paid was R1.50 per share, the lowest price paid was R1.25
per share and the average price paid was R1.34 per share.
The Company`s current issued share capital is 139 436 754 ordinary shares
of five cents each. This includes 21 841 357 shares that are held in
treasury.
The extent of the general authority outstanding is 15 048 540 ordinary
shares, which is equivalent to 10.79% of the total number of shares in
issue. In terms of its share repurchase programme, the Company may still
acquire shares to the value of approximately R8 million.
The requirements of paragraph 5.72 of the JSE Listings Requirements have
been complied with in the repurchasing of these shares.
3. Source of funds
The repurchases to date have been funded from available cash and it is
intended that future purchases will also be funded from available cash.
4. Opinion of the directors
The directors of Control Instruments have considered the impact of the
share repurchase programme and are of the opinion that:
* Control Instruments and its subsidiaries will be able, in the ordinary
course of business, to pay their debts for a period of twelve months
from the date of this announcement;
* the consolidated assets of Control Instruments and its subsidiaries,
fairly valued, are in excess of the consolidated liabilities of
Control Instruments and its subsidiaries, the assets and liabilities
being recognised and measured in accordance with the accounting
policies used in the audited annual financial statements for the year
ended 31 December 2006;
* the working capital of Control Instruments and its subsidiaries will
be adequate for ordinary business purposes for a period of twelve
months from the date of this announcement; and
* the share capital and reserves of Control Instruments and its
subsidiaries will be adequate for the ordinary business purposes for a
period of twelve months from the date of this announcement.
5. Unaudited pro forma financial effects of the repurchase
The unaudited pro forma financial effects set out below have been prepared
for illustrative purposes only to assist the shareholders of Control
Instruments to assess the impact of the share repurchase on the earnings
per share ("EPS"), headline earnings per share ("HEPS"), net asset value
("NAV") per share and tangible NAV (TNAV) per share of Control Instruments.
The unaudited pro forma financial effects are based on Control Instruments`
unaudited results for the six months ended 30 June 2007.
These unaudited pro forma financial effects have been disclosed in terms of
the JSE Listings Requirements and because of their nature may not fairly
present Control Instruments` financial position, changes in equity, results
of operations or cash flows. The unaudited pro forma financial effects are
the responsibility of the directors of Control Instruments.
Before(i) After After the Change
Cents TeliMatrix repurchase %
and sale of (vii)
OEM Cents
plastics
operations
(iv)
Cents
EPS (6 months) 18.4 (ii) 351.0 (v) 398.2 13.5
(viii)
HEPS (6 months) (7.0) (ii) (14.9) (v) (18.0)(viii 20.9
)
NAV per share 423 (iii) 320 (vi) 341.0 (ix) 6.4
TNAV per share 256 (iii) 185 (vi) 191.0 (ix) 3.1
Notes:
i) The "Before" column of the table refers to Control Instruments before the
sale of its fleet management businesses to TeliMatrix Limited
("TeliMatrix"); the sale of its OEM plastics operations; and the share
repurchase.
Readers are referred to:
* the circular to shareholders, dated 13 September 2007, regarding the
sale by Control Instruments of its shares in CI OmniBridge and OmniBridge
Cyprus to TeliMatrix; and the unbundling to shareholders of the shares in
TeliMatrix held by Control Instruments at the time of the listing of
TeliMatrix; and
* the announcement, dated 29 November 2007, regarding Control
Instrument`s agreement to sell its original equipment manufacture ("OEM")
automotive plastics operations to Smiths Plastics (Proprietary) Limited.
ii) The EPS and HEPS, as set out in the "Before" column of the table, are based
on the unaudited income statement of Control Instruments for the six months
ended 30 June 2007 and 106 177 000 weighted average number of shares in
issue.
iii) The NAV per share and TNAV per share, as set out in the "Before" column of
the table, is based on the unaudited balance sheet of Control Instruments
at 30 June 2007 and 130 434 208 shares in issue.
iv) The "After TeliMatrix and sale of OEM plastics operations" column of the
table refers to Control Instruments after the sale of its fleet management
businesses to TeliMatrix and the disposal of the OEM plastics operations.
* The sale to TeliMatrix reflects that Control Instruments received 320
million shares in TeliMatrix (representing 50% of the share capital of
TeliMatrix) in consideration for the sale. Approximately 280 million
of these TeliMatrix shares were unbundled to Control Instruments
shareholders and approximately 40 million were sold. The profit on the
sale of the fleet management businesses of R410 million was calculated
using the closing price of the TeliMatrix shares on the day it listed
on the JSE Limited, being R1.80.
* Control Instruments has agreed to sell its OEM automotive plastics
operations (Ariston and Specialised Plastics Engineering) to Smiths
Plastics (Proprietary) Limited, a subsidiary of Metair Investments
Limited. The purchase consideration is R19.5 million plus an
adjustment for stock, debtors and creditors. This will represent the
tangible net asset value at the effective date.
v) The EPS and HEPS, as set out in the "After TeliMatrix and sale of OEM
plastics operations" column of the table, are based on the unaudited income
statement of Control Instruments for the six months ended 30 June 2007 and
106 177 000 weighted average number of shares in issue; the assumptions
that, at the beginning of the six month period:
* the TeliMatrix shares were received and either unbundled or sold and
the cash was received;
* the sale of the OEM plastics operations became effective and the
consideration was received; and
* the cash received was deposited in an account earning interest of
10.0% nominal annual compounded quarterly.
vi) The NAV per share and TNAV per share, as set out in the "After TeliMatrix
and sale of OEM plastics operations" column of the table, is based on the
unaudited balance sheet of Control Instruments at 30 June 2007 and
130 434 208 shares in issue; the assumptions that, at the end of the six
month period:
* the TeliMatrix shares were received and either unbundled or sold and
the cash was received; and
* the sale of the OEM plastics operations became effective and the
consideration was received.
vii) The "After the repurchase" column of the table refers to Control
Instruments after the repurchase of 12 838 811 ordinary shares,
representing 9.21% of the issued shares of the Company.
viii)The EPS and HEPS, as set out in the "After the repurchase" column of the
table, are based on the unaudited income statement of Control Instruments
for the six months ended 30 June 2007 and 93 338 189 weighted average
number of shares in issue; the assumptions detailed in point (v) above and
the assumptions that the shares were repurchased at the beginning of the
six month period; and the repurchases were financed using cash.
ix) The NAV per share and TNAV per share, as set out in the "After the
repurchase" column of the table, is based on the unaudited balance sheet of
Control Instruments at 30 June 2007 and 117 595 397 shares in issue; the
assumptions detailed in point (vi) above and the assumptions that the
shares were repurchased at the end of the six month period; and the
repurchases were financed using cash.
6. JSE listing
All the shares have been repurchased by a subsidiary of Control Instruments
and are being held in the subsidiary company as treasury stock.
Cape Town
20 February 2008
Sponsor
Investec Bank Limited
Date: 20/02/2008 13:05:01 Produced by the JSE SENS Department.
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