| Fri 14 Jan 2011, 16:55 | | RLO - Reunert Limited - Repurchase Announcement |
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RLO
RLO
RLO - Reunert Limited - Repurchase Announcement
Reunert Limited
Incorporated in the Republic of South Africa
Registration number: 1913/004355/06
ISIN: ZAE000057428
SHARE CODE: RLO
("Reunert" or "the Company" or "the Group")
REPURCHASE ANNOUNCEMENT
1. INTRODUCTION
Further to the repurchase announcement released on the Securities Exchange News
Service of the JSE Limited on 8 December 2010, Reunert herewith announces the
repurchase of an additional 5 918 131 (3,0% of its issued ordinary shares)
ordinary shares, in accordance with the general authority granted by Reunert
shareholders at the annual general meeting held on 2 February 2010 ("the
repurchase"). This brings the total number of shares held in treasury to 11 836
337 ordinary shares (6% of the issued ordinary shares at 2 February 2010).
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
(a) the general authority is limited to a maximum of 20% of
Reunert`s issued ordinary share capital; and
(b) any repurchase may not be made at a price greater than 10%
above the weighted average of the market value of the
ordinary shares for the five business days immediately
preceding the date of such repurchase.
A maximum of 39 564 917 (20% of the ordinary shares in issue at 30 September
2010) ordinary shares could be repurchased in terms of the general authority
obtained from shareholders.
3. IMPLEMENTATION
Details are as follows:-
Total number of ordinary shares repurchased 5 918 131
Total value of ordinary shares repurchased R395 488 612
Highest price paid per ordinary share R69,68
Lowest price paid per ordinary share R64,79
Average price paid per ordinary share including R66,83
costs
The number of ordinary shares which may still be
repurchased by the company in terms of the 29 851 952
general authority
The percentage of ordinary shares which may still
be repurchased by the company in terms of the 15%
general authority
Ordinary shares in issue on 2 February 2010 197 272 285
Ordinary shares in issue at 30 September 2010 197 824 585
Ordinary shares in issue on date of this 198 539 485
announcement
Number of shares held in treasury after the 11 836 337
repurchase (6%)
The repurchases were effected through the order book operated by the JSE Limited
("JSE") and done without any prior understanding or arrangement between the
Company and any counter party.
The repurchases were made on the following dates:-
2010- 9 December; 10 December; 14 December and 17 December
2011- 7 January; 11 January and 13 January.
4. SOURCE OF FUNDS
Repurchases to date have been, and future repurchases will also be, funded from
available cash resources.
5. OPINION OF THE DIRECTORS
The directors of Reunert have considered the impact of the repurchases and are
of the opinion that:-
5.1 Reunert 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;
5.2 the Group`s assets will be in excess of its liabilities for a period of 12
months after the date of this announcement, measured in accordance with the
accounting policies used in the last published financial statements;
5.3 Reunert`s ordinary share capital and reserves will be adequate for ordinary
business purposes for a period of 12 months from the date of this announcement;
and
5.4 the Group`s working capital will be adequate for ordinary business purposes
for a period of 12 months from the date of this announcement.
6. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
repurchase on earnings per share ("EPS"), headline EPS ("HEPS") and normalised
HEPS ("NHEPS"), net asset value ("NAV") and net tangible asset value ("NTAV")
per share and diluted EPS, diluted HEPS and diluted NHEPS based on the audited
results of the Group for the period ended 30 September 2010.
The unaudited pro forma financial effects are the responsibility of the
directors and have been prepared for illustrative purposes only to provide
information about how the repurchase may impact shareholders assuming that the
repurchase of the 3% had been carried out on 1 October 2009 and because of its
nature may not give a fair reflection of the Group`s financial position, changes
in equity, results of operations or cash flows after implementation of the
repurchase or of the Group`s future earnings.
The financial effects of the repurchases are as follows:
Before After (note % Change
(note A) B)
Earnings per share (cents) 503,3 511,8 1,7
Headline earnings per share (cents) 505,5 514,1 1,7
Normalised headline earnings per share 515,7 524,7 1,8
(cents)
Net asset value per share (cents) 2 324 2 190 (5,8)
Tangible net asset value per share 2 095 1 954 (6,7)
(cents)
Diluted earnings per share (cents) 498,8 507,3 1,7
Diluted headline earnings per share 501,1 1,7
(cents) 509,6
Diluted normalised headline earnings
per share 511,1 520,1 1,8
(cents)
Notes
A. Based on Reunert`s audited group results for the year ended 30 September
2010.
B. The financial effects are calculated based on the assumption that the
repurchases had been carried out on 1 October 2009 and that the shares acquired
were included in treasury shares from that date.
C. Adjustments to EPS, HEPS and NHEPS for the year ended 30 September 2010 and
NAV and NTAV per share at 30 September 2010 have been made on the assumptions
that:
C.1 the repurchase was effective on 1 October 2009;
C.2 the cash consideration of R395 million was financed out of available cash
resources earning interest at an average interest rate of 5.75%;
C.3 a company tax rate of 28% was applied;
C.4 a saving of R1,5 million in secondary tax on companies was made; and
C.5 cash saving of R15 million on dividends together with the interest thereon
was made.
7. JSE LISTING
As all the ordinary shares have been repurchased by a wholly-owned subsidiary of
Reunert, none of the ordinary shares will be cancelled nor will the JSE listing
in respect of those shares be terminated.
Sandton
14 January 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 14/01/2011 16:55:01 Produced by the JSE SENS Department.
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