| Tue 16 Sep 2008, 14:34 | | PPC - Pretoria Portland Cement Company Limited - General Share Repurchases by |
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PPC
PPC
PPC - Pretoria Portland Cement Company Limited - General Share Repurchases by
PPC
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
JSE Code: PPC
ISIN: ZAE000096475
("PPC" or "The Company" or "The Group")
GENERAL SHARE REPURCHASES BY PPC
1. Introduction
In anticipation of, and to further limit the dilutionary effect of the issue
of new shares for purposes of PPC`s BBBEE transaction, PPC Cement
(Proprietary) Limited, a subsidiary of PPC, has acquired a total of 17 123
583 of PPC`s shares. As advised in the interim results announcement, 14,9
million shares had been acquired between 15 February 2008 and 31 March 2008
at an average price of 3937 cents per share ("the first tranch"). (Note that
prices in this announcement are reflected exclusive of costs.) Over the
period 5 September 2008 to 12 September 2008 an additional 2.2 million shares
have been acquired at an average price of 3138 cents per share and on 12
September 2008, the company had in total acquired 3.19% of its current issued
share capital ("the share repurchases").
The share repurchases were effected on the open market in terms of the
special resolution relating to a general authority to repurchase 10% of the
issued share capital ("the general authority") passed at the Annual General
Meeting of the company held on 28 January 2008 and registered by the
Registrar of Companies on 14 February 2008.
2. Details of the share repurchases
In respect of the share repurchases:
- the highest price paid was 4000 cents per share and the lowest was 3099
cents per share;
- the total consideration paid was R656 315 203;
- the extent of the general authority provides a mandate for the company
to repurchase a further 36 637 656 ordinary shares (representing 6.81%
of the current issued share capital) when deemed appropriate.
All of the share repurchases were effected in accordance with paragraph
5.72(a) of the JSE Limited (JSE) Listings Requirements.
3. Source of funds
The share repurchases have been and will continue to be funded from available
cash resources.
4. Directors` statement
Having considered the effect of the share repurchases the Board of directors
of PPC ("the board") is of the opinion that the:
- company 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;
- assets of the company and the group will be in excess of the liabilities
of the company and the group for a period of 12 months after the date of
this announcement measured in accordance with the accounting policies
used in the latest audited annual financial statements;
- share capital and reserves of the company and the group will be adequate
for ordinary business purposes for a period of 12 months after the date
of this announcement; and
- working capital of the company and the group will be adequate for
ordinary business purposes for a period of 12 months after the date of
this announcement.
5. Financial effects
The pro forma financial effects set out below have been prepared to assist
PPC ordinary shareholders to assess the impact of the share repurchases on
the earnings ("EPS"), headline earnings ("HEPS"), net asset value ("NAV") and
tangible NAV ("TNAV") per PPC ordinary share. The material assumptions are
set out in the notes following the table. These pro forma financial effects
are disclosed in terms of the JSE Listings Requirements and do not constitute
a representation of the future financial position of PPC. The pro forma
financial effects are the responsibility of the board and are provided for
illustrative purposes only.
For the six months ended 31 March 2008:
Before the After the % Change
share share
repurchase repurchases
EPS (cents) 125.8 125.6 (0.2)
HEPS (cents) 125.6 125.4 (0.2)
NAV (cents) 242.2 236.5 (2.4)
TNAV (cents) 238.5 232.6 (2.5)
Number of shares
in issue 535,845,835 520,488,807 (2.9)
Notes
1. The figures in the "Before the share repurchases" column have been
extracted from PPC`s published unaudited interim results for the
six months ended 31 March 2008.
2. The figures in the "After the share repurchases" column reflect the
pro forma effects on the assumption that the share repurchases were
effected on 1 October 2007 for earnings purposes and on the 31
March 2008 for net asset value purposes.
3. The impact on reduced surplus cash was based on a prevailing short-
term after tax interest earned rate of 8.46%.
4. It was assumed that no Secondary Taxation on Companies is payable
as the shares repurchased are held as treasury shares.
5. An appropriate adjustment was made to the pro forma financial
effects for the first tranch that had already been accounted for in
the reported interim results.
6. JSE listing
In terms of the share repurchases, all of the shares will remain in issue and
be held as treasury shares.
7. Conclusion
The company intends repurchasing shares on the open market in terms of the
general authority as and when deemed appropriate.
Johannesburg
16 September 2008
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Date: 16/09/2008 14:34:01 Produced by the JSE SENS Department.
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