| Thu 22 Mar 2001, 0:00 | | Iota - Specific Share Repurchase |
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IOTA FINANCIAL SERVICES LIMITED
(Registration number 1968/012195/06)
(Incorporated in the Republic of South Africa)
("IOTA" or "the company")
SPECIFIC REPURCHASE OF SHARES FROM THE IOTA SHARE INCENTIVE TRUST
1. INTRODUCTION
The board of directors of IOTA has resolved to proceed with a specific
repurchase of shares from the IOTA share incentive trust ("share incentive
trust") on behalf of the company.
2. THE PROPOSED SPECIFIC REPURCHASE of SHARES
It is proposed that, subject to the approval of shareholders in general meeting
and in compliance with the Companies Act, 1973 (Act 61 of 1973), as amended,
and the JSE Listings Requirements ("JSE Listings Requirements"), specific
authority be granted to the company's directors to repurchase, on behalf of the
company, 8 000 000 ordinary shares of the company from the share incentive
trust.
Subsequent to the listing of IOTA on the JSE Securities Exchange South Africa
("JSE"), IOTA established a share incentive trust for the purpose of providing
an appropriate incentive to management and staff, in order to secure the
retention of their services.
The share incentive trust currently owns 8 000 000 IOTA shares and as such is
indebted to the company for a total of R 16 000 000 which is shown as an asset
on the balance sheet of IOTA. The cost price per share is 200 cents which
exceeds the price at which the shares have recently traded on the JSE, but is
marginally lower than the net asset value per share.
The board of IOTA have therefore resolved to undertake a specific repurchase of
8 000 000 IOTA shares held by the share incentive trust with effect from 1
November 2000, which specific repurchase:
* is authorised by the company's articles of association;
* will not have any cash flow implications or entail the payment of any
amount; and
* is subject to authorisation given in terms of a special resolution of the
company by shareholders and to the registration of the specific resolution by
the Registrar of Companies. In terms of the JSE Listings Requirements,
controlling shareholders, their associates, any party acting in concert, and
any shareholder that is participating in the specific repurchase and is not
regarded as being public, shall be precluded from voting on the special
resolution.
The directors have deemed it appropriate and timeous to effect this specific
repurchase and to cancel the relevant allocations to management and staff.
3. CANCELLATION OF SHARES AND TERMINATION OF LISTING
The shares acquired from the share incentive trust will be cancelled and their
listing terminated on Friday, 4 May 2001, subject to shareholder approval.
4. THE FINANCIAL EFFECTS OF THE PROPOSED specific REPURCHASE OF SHARES
The table below indicates the financial effects of the specific repurchase on
the audited financial statements of IOTA for the year ended 30 April 2000, had
the previous repurchases of IOTA shares as noted in the circular dated 15
December 2000 and in the announcement dated 8 March 2001 respectively been
effected on 1 May 1999 for earnings and headline earnings purposes and on 30
April 2000 for net asset value and tangible net asset value purposes.
After the
Before the After the proposed
repurchases previous specific %
(cents)(1) repurchases(2) repurchase Change
Fully diluted
earnings per share 55.0 66.7 76.4 14.5
Fully diluted headline
earnings per share 58.1 70.5 80.7 14.5
Fully diluted net
asset value per share 202.4 210.5 212.0 0.7
Fully diluted net
tangible asset value
per share 193.1 199.2 199.1 -
Number of
shares used 76 387 63 009 55 009
Notes:
(1) Extracted from audited financial statements for the year ended 30 April
2000.
(2) Extracted from the announcement dated 8 March 2001.
5. THE GENERAL MEETING OF SHAREHOLDERS
A general meeting of IOTA shareholders will be held at IOTA Place, 27 Fricker
Road, Illovo, Johannesburg 2196 at 10h00 on Thursday, 26 April 2001, to
consider the proposed special resolution necessary to effect the authority to
repurchase the IOTA shares from the share incentive trust.
6. DOCUMENTATION
A circular containing full details of the above will be posted to shareholders
within 28 days of this announcement.
Johannesburg
23 March 2001
Corporate adviser
IOTA
Corporate Finance (Pty) Limited
(Reg No. 2000/010655/07)
Legal adviser
Werksmans
Attorneys
Sponsor
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
