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KDV
KDV
KDV - KayDav - Specific Repurchases Of Kaydav Shares
KAYDAV GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/038698/06)
JSE code: KDV & ISIN: ZAE000108940
("KayDav" or "the company")
SPECIFIC REPURCHASES OF KAYDAV SHARES
INTRODUCTION
Shareholders are referred to the announcement released over SENS on 18 September
2009 pursuant to which it was announced that Kaydav`s board of directors had
resolved to repurchase shares through the open market on the JSE trading system
(the "share repurchase programme"). In SENS announcements dated 23 September and
20 October 2009 respectively it was announced that KayDav had repurchased KayDav
ordinary shares under the share repurchase programme (amounting to in aggregate
59 046 443 KayDav ordinary shares)(the "general repurchases").
Shareholders are advised that KayDav has reached agreement with Stanlib Asset
Management Limited ("Stanlib") and Peregrine Equities (Proprietary) Limited
("Peregrine Equities") that subject to the condition set out below, KayDav will
repurchase (22 600 000) KayDav ordinary shares from Stanlib ("the Stanlib
repurchase") and (29 000 000) KayDav ordinary shares from Peregrine Equities
("the Peregrine repurchase") at a price of 30 cents per share (the "specific
repurchases").
RATIONALE FOR THE SPECIFIC REPURCHASES
The proposed specific repurchases enhance earnings and increase the net asset
value and net tangible asset value per Kaydav share significantly.
The directors therefore believe that the proposed specific repurchases are an
appropriate application of the company`s resources at this time.
CONDITIONS
Each of the specific repurchases is subject to the passing by KayDav
shareholders and registration of the requisite special resolution/s required for
the specific repurchases, other than Stanlib and Peregrine.
CANCELLATION OF SHARES
On their repurchase, the KayDav shares being repurchased under the specific
repurchases (the "specified shares") will be cancelled and KayDav will make
application to the JSE Limited for the termination of the listing of the
specified shares.
FINANCIAL EFFECTS
The unaudited pro forma financial effects as set out below have been prepared to
assist KayDav shareholders in assessing the cumulative impact of the specific
repurchases on earnings per share, headline earnings per share, net asset value
per share and net tangible asset value per share of KayDav as at and for the six
months ended 30 June 2009.
These unaudited pro forma financial effects have been prepared for illustrative
purposes and because of their nature, may not fairly present KayDav`s financial
position after the repurchases.
The directors of KayDav are responsible for the preparation of the financial
effects and they have not been reviewed by KayDav`s auditors.
Before After the % change After the % change
general after the Stanlib after the
repurchases general repurchase Stanlib
(cents) repurchases (cents) repurchase
Earnings per 1.8 2.1 17% 2.2 4%
share (EPS)
Diluted earnings 1.8 2.1 17% 2.2 4%
per share (DEPS)
Headline earnings 1.8 2.1 17% 2.2 4%
per share (HEPS)
Diluted headline 1.8 2.1 17% 2.2 4%
earnings per
share (DHEPS)
Net asset value 48.3 52.8 9% 55.2 5%
per share (NAV)
Net tangible 43.4 46.8 8% 48.5 4%
asset value per
share (NTAV)
After the % change After the % change
Peregrine after the Stanlib and after the
Equities Peregrine Peregrine Stanlib
repurchase Equities Equities and
(cents) repurchase repurchases Peregrine
(cents) Equities
repurchases
Earnings per 2.2 6% 2.3 11%
share (EPS)
Diluted earnings 2.2 6% 2.3 11%
per share (DEPS)
Headline earnings 2.2 6% 2.3 11%
per share (HEPS)
Diluted headline 2.2 6% 2.3 11%
earnings per
share (DHEPS)
Net asset value 56.0 6% 59.1 12%
per share (NAV)
Net tangible 49.1 5% 51.4 10%
asset value per
share (NTAV)
NOTES AND ASSUMPTIONS
- The figures set out in the "Before" column above have been extracted from
unaudited interim results for the six months ended 30 June 2009 ("the
interim results").
- The figures set out in the "After the general repurchases" column reflect
the pro forma effects on the interim results resulting from the general
repurchases of 59 046 443 ordinary Kaydav shares effected through the open
market between and including 21 September and 21 October 2009.
- The figures set out in the "After the Stanlib repurchase" column reflect
the pro forma effects of the Stanlib repurchase and the general repurchases
on the interim results.
- The figures set out in the "After the Peregrine Equities repurchase" column
reflect the pro forma effects of the Peregrine repurchase and the general
repurchases on the interim results.
- The figures set out in the "After the Stanlib and Peregrine Equities
repurchases" column reflect the pro forma effects of the Stanlib
repurchase, the Peregrine Equities repurchase and the general repurchases
on the interim results.
- The specific repurchases and the general repurchases are assumed to have
been implemented on 1 January 2009 for earnings and headline earnings per
share purposes and on 30 June 2009 for net asset and tangible net asset
value per share purposes.
- It is assumed that the general repurchases were funded out of the available
cash resources of the company which were earning interest at an after tax
interest rate of 4% per annum.
- It is assumed that the specific repurchases are funded by a term loan
carrying interest at 11.5% per annum.
CIRCULAR
KayDav will send a circular to shareholders including a notice of general
meeting for the purpose of considering and if deemed fit approving all
resolutions necessary to implement the specific repurchases.
The specific repurchases shall be subject to inclusion of a statement by the
board of directors of KayDav in the circular confirming whether each of the
specific repurchases is fair insofar as shareholders (excluding Stanlib and
Peregrine Equities) of KayDav are concerned and that the board of directors have
been so advised by an independent expert acceptable to the JSE Limited.
25 November 2009
Sponsor
Java Capital (Proprietary) Limited
Date: 25/11/2009 16:10:03 Produced by the JSE SENS Department.
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