| Mon 26 May 2008, 7:30 | | ILA - Iliad Africa Limited - General repurchase of |
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ILA
ILA
ILA - Iliad Africa Limited - General repurchase of ordinary shares
Iliad Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/011938/06)
Share code: ILA ISIN: ZAE000015038
("Iliad" or "the company")
General repurchase of ordinary shares
1 Introduction
In terms of a special resolution passed by Iliad shareholders on Thursday, 24
May 2007, a general authority was granted to Iliad to repurchase its ordinary
shares ("the general authority"). In terms of this general authority Iliad could
repurchase a maximum of 14 643 341 ordinary shares (being 10% of the company`s
issued share capital at the date that the general authority was granted).
2 Implementation
As at the close of business on 22 May 2008, Iliad has acquired, in the open
market, a total of 5 957 671 ordinary shares, equivalent to 4.07% of the issued
share capital at the time of the granting of the general authority, for a total
consideration of R62 100 298 ("the repurchases"). The repurchases were carried
out over the period 18 April 2008 to 22 May 2008. The highest price paid was
R10.50 per share and the lowest price paid was R10.16 per share. The
repurchases were funded from the company`s available cash resources. All the
ordinary shares have been repurchased by Iliad Africa Limited and are to be
cancelled and delisted before 30 June 2008.
The extent of the authority outstanding is in respect of 8 685 670 ordinary
shares, equivalent to 5.93 % of the company`s total issued share capital.
In compliance with the Listings Requirements of the JSE Limited ("Listings
Requirements"), the directors confirm that:
* the repurchases were effected through the order book operated by the JSE
trading system and done without any prior understanding or arrangement
between the company and the counter party;
* the authorisation was given in terms of the the company`s articles of
association;
* the general authority was granted at the company`s annual general meeting
and has not extended beyond 15 months from the date of passing of the
special resolution;
* the repurchases were not carried out at a price greater than 10% above the
weighted average of the market value for such ordinary shares for the five
business days immediately preceding the date on which the repurchase of
such shares were effected;
* at any point in time, the company appointed one agent to effect all the
repurchases on its behalf;
* after the repurchases, the company still complies with paragraphs 3.37 to
3.41 of the Listings Requirements concerning shareholder spread
requirements;
* the repurchases were not carried out during a prohibited period as defined
in paragraph 3.67 of the Listing Requirements; and
* the aggregate repurchases have not exceeded 10% of the company`s issued
share capital pursuant to this general authority.
3 Opinion of the directors
The directors of Iliad have considered the impact of the repurchases and are of
the opinion that:
* Iliad and the group will be able, in the ordinary course of business, to
pay its debts for a period of 12 months after the date of this
announcement;
* the assets of Iliad and the group will be in excess of the liabilities of
Iliad and the group for a period of 12 months after the date of this
announcement. For this purpose, the assets and liabilities have been
recognised and measured in accordance with the accounting policies used in
the latest audited group annual financial statements;
* the share capital and reserves of Iliad and the group will be adequate for
ordinary business purposes for a period of 12 months after the date of this
announcement; and
* the working capital of Iliad and the group will be adequate for ordinary
business purposes for a period of 12 months after the date of this
announcement.
4 Financial effects
Set out in the table below are the pro forma financial effects of the
repurchases based on Iliad`s published audited results for the year ended 31
December 2007. The pro forma financial effects have been prepared for
illustrative purposes only to provide information of how the repurchases may
have impacted on the results and financial position of Iliad. The unaudited pro
forma financial effects are the responsibility of Iliad`s directors. Due to
their nature, the pro forma financial effects may not give a fair reflection of
Iliad`s financial position after the repurchases.
Before the After the Percentage
repurchases repurchases change
(cents) 1 (cents) (%)
Earnings per share (cents) 169.0 172.6 2.17%
2
Headline earnings per 168.4 172.1 2.16%
share (cents) 2
Weighted average number of 146 433 408 140 475 737
shares in issue 3
Net asset value per share 639.3 618.7 (3.22%)
(cents) 3
Net tangible asset value 319.5 285.3 (10.69%)
per share (cents) 3
Shares in issue 146 433 408 140 475 737
Notes:
1 Extracted from the published audited interim results of Iliad for the year
ended 31 December 2007.
2 Earnings and headline earnings per share are based on the following
assumptions:
* the repurchases were effected on 1 January 2007; and
* the repurchases were financed through available cash resources on
which interest accrued at an after tax rate of 7.92% per annum.
3 Net asset value and net tangible asset value per share are based on the
assumptions that the repurchases were carried out on 31 December 2007.
4 The tax rate used is 28%.
Johannesburg
26 May 2008
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 26/05/2008 07:30:01 Produced by the JSE SENS Department.
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