| Wed 1 Sep 2010, 7:05 | | CLS - Repurchase of ordinary shares in Clicks Group |
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CLS
CLS
CLS - Repurchase of ordinary shares in Clicks Group
Clicks Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/000645/06)
JSE share code: CLS
ISIN: ZAE000134854
("Clicks Group")
REPURCHASE OF ORDINARY SHARES IN CLICKS GROUP
1. Introduction
In terms of a general authority granted to Clicks Group to repurchase its
ordinary shares by a special resolution passed by Clicks Group shareholders at
the Annual General Meeting held on 18 January 2010 ("the authority"), a maximum
of 27 547 355 ordinary shares (being 10% of the issued share capital) could be
acquired.
2. Implementation
In terms of paragraph 11.27 of the JSE Listing Requirements ("JSE
Requirements"), Clicks Group announces that it has acquired, in the open market,
8 264 743 ordinary shares, equivalent to 3.00% of the issued share capital at
the time of the granting of the authority, for a total consideration of R250 871
741. The repurchases were carried out between
29 January 2010 and 30 August 2010. The highest price paid was R36.94 per share
and the lowest price paid was R25.73. The average price paid was R30.35 per
share.
The requirements of paragraph 5.72 of the JSE Requirements have been complied
with in the repurchasing of these shares.
The extent of the authority remaining unfulfilled is 19 282 612 ordinary shares,
equivalent to 7.00% of the total number of shares in issue.
3. Source of funds
Repurchases to date have been funded from available cash and it is intended that
the future purchases will also be funded from available cash.
4. Opinion of the directors
The directors of Clicks Group have considered the effect of the share repurchase
and state that:
4.1 Clicks Group will be able, in the ordinary course of business, to pay its
debts for a period of 12 months from the date of this announcement;
4.2 The consolidated assets of Clicks Group and its subsidiaries are in excess
of the consolidated liabilities and will be so for 12 months after this
announcement, measured in accordance with the accounting policies used in
the audited results for the year ended 31 August 2009;
4.3 The ordinary share capital and consolidated reserves of Clicks Group and
its subsidiaries will be adequate for ordinary business purposes for the 12
month period from the date of this announcement;
4.4 The working capital of Clicks Group and its subsidiaries will be adequate
for ordinary business purposes for a period of 12 months from the date of
this announcement.
5. Effect on Earnings and Net Asset Value per Share
The table below sets out the unaudited pro forma financial effects of the share
buy back on the Clicks Group for the six months ended 28 February 2010.
The unaudited pro forma financial effects have been prepared for illustrative
purposes only, and, because of their nature, may not give a true reflection of
the actual financial effects of the share buy back. The pro forma financial
effects have been calculated on the basis set out below and are the
responsibility of the directors.
Before After Change
Earnings per share (cents) 100.2 100.4 0.20%
Headline earnings per share (cents) 100.5 100.7 0.20%
Fully diluted earnings per share (cents) 99.7 99.9 0.20%
Fully diluted headline earnings
per share (cents) 100.0 100.2 0.20%
Net asset value per share (cents) 406.0 412.0 1.48%
Net tangible asset value per share (cents) 256.0 259.6 1.41%
Number of shares in issue (net of
treasury shares) (`000) 270 609 265 435 5 174
Weighted average number of shares (`000) 273 555 268 381 5 174
Weighted average diluted number of
shares (`000) 274 890 269 716 5 174
Assumptions:
5.1 The financial information ("Before") as presented above is based on the
published Clicks Group un-audited results for the six months ended 28
February 2010;
5.2 3 090 577 shares of the total 8 264 743 shares repurchased since the
granting of the authority were repurchased prior to 28 February 2010 and
accordingly the financial effects of such repurchase is already included in
the Earnings and Net Asset value per share reported as at 28 February 2010
("Before");
5.3 The pro forma financial information brings to account the 5 174 166 shares
repurchased since 1 March 2010;
5.4 In addition the following assumptions have been taken into account in
determination of the pro-forma information:
- The accounting policies employed by Clicks for Group the six months
ended 28 February 2010 have been consistently applied in determining
the above information;
- For the purposes of calculating the Earnings, Headline earnings and
Net asset per share related amounts, it was assumed that the 5 174 166
shares were acquired with effect from 1 September 2009;
- Such repurchase was funded from available cash on which interest at an
after tax rate of 5.53% would have been received for the period
concerned.
Treasury shares
All the shares have been repurchased by a subsidiary of Clicks Group and are
being held as treasury shares.
Cape Town
1 September 2010
Investment Bank and Sponsor: Investec Bank Limited
Date: 01/09/2010 07:05:01 Produced by the JSE SENS Department.
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