| Wed 17 Aug 2011, 16:06 | | CLS - Clicks Group Limited - Repurchase of ordinary shares in Clicks Group |
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CLS
CLS
CLS - Clicks Group Limited - 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 Limited or
any of its subsidiaries to repurchase its ordinary shares by a
special resolution passed by Clicks Group shareholders at the
Annual General Meeting held on 18 January 2011 ("the authority"), a
maximum of 13 183 182 ordinary shares (being 5% 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, 8 062 939 ordinary shares, equivalent to 3.06% of the
issued share capital at the time of the granting of the authority,
for a total consideration of R316 214 165. The repurchases were
carried out between 30 January 2011 and 17 August 2011. The
highest price paid was R40.41 per share and the lowest price paid
was R37.29. The average price paid was R39.22 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 5 120 243
ordinary shares, equivalent to 1.94% of the total number of shares
in issue at the time of the authority being granted.
3 Source of funds
Repurchases to date have been funded from available cash and it is
intended that 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 repurchases and confirm 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 2010;
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 2011.
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) 121.8 122.4 0.49%
Headline earnings per share
(cents) 122.4 123.1 0.57%
Fully diluted earnings per share
(cents) 121.6 122.2 0.49%
Fully diluted headline earnings
per share (cents) 122.2 122.9 0.57%
Net asset value per share
(cents) 390.0 396.4 1.64%
Net tangible asset value per
share (cents) 232.4 235.4 1.29%
Number of ordinary shares in issue
(net of treasury shares) (`000) 260 518 250 022 5 496
Weighted average number of
shares (`000) 263 522 258 026 5 496
Weighted average diluted number of
shares (`000) 263 945 258 449 5 496
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 2011;
5.2 2 567 000 shares of the total 8 062 939 shares repurchased since
the granting of the authority were repurchased prior to 28 February
2011 and accordingly the financial effects
of such repurchase are already included in the Earnings and Net
Asset value per share reported as at 28 February 2011 ("Before");
5.3 The pro forma financial information brings to account the 5 495 939
shares repurchased since 1 March 2011 ("After");
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 Group for the six
months ended 28 February 2011 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 5 495 939 shares were acquired with effect
from 1 September 2010;
* Such repurchase was funded from available cash on which
interest at an after tax rate of 4.74% per annum would have
been received for the period concerned.
6 Treasury shares
All the shares have been repurchased by a subsidiary of Clicks
Group Limited and are being held as treasury shares. The
cancelation and de-listing of such shares will be considered at a
future date under the provisions of the Companies Act, No 71 of
2008.
Cape Town
17 August 2011
Sponsor:
Investec Bank Limited
Date: 17/08/2011 16:06:01 Produced by the JSE SENS Department.
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