| Fri 30 Mar 2001, 0:00 | | Repurchase Of Ordinary Shares In Comparex |
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COMPAREX HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
("Comparex")
Repurchase of ordinary shares in Comparex
1. Introduction
A general authority to Comparex's directors, to approve the acquisition by
Comparex of its own shares, was granted in terms of a special resolution ("the
special resolution") passed by the members at Comparex's Annual General Meeting
("AGM") held on 24 October 2000. On 13 February 2001, Comparex's directors
approved the repurchase of Comparex's shares in accordance with the general
authority granted at the AGM ("the repurchase").
2. Authorised repurchase limits
In terms of the special resolution:
- the general authority is limited to a maximum of 20% of Comparex's
issued share capital; and
- any repurchase may not be made at a price greater than 10% above the
weighted average of the market value of the shares for the five business days
immediately preceding the date of such repurchase.
The requisite approvals for the repurchase were obtained from the JSE
Securities Exchange South Africa ("JSE") on 26 September 2000.
3. Implementation
The repurchase commenced on Thursday, 22 February 2001 and continued on a
day-to-day basis as market conditions allowed. As at the date of this
announcement, a wholly-owned Comparex subsidiary has acquired, on the JSE, 10
191 300 Comparex ordinary shares equivalent to approximately 3% of the issued
share capital of Comparex for a total consideration of R107 662 893
("repurchases to date"). The highest price paid was R11,00 per ordinary share
and the lowest price paid was R9,20 per ordinary share.
4. Extent of general authority outstanding
The extent of the general authority outstanding is approximately 56 million
ordinary shares, equivalent to approximately 17% of the total issued ordinary
share capital of Comparex.
5. Source of funds
Repurchases to date have been, and future repurchases will also be, funded from
available cash resources.
6. Opinion of the directors
Having considered the effect of the repurchase programme, the opinion of the
directors as at 29 March 2001, in terms of the Companies Act, 1973 (Act 61 of
1973), as amended, and the Listings Requirements of the JSE is as follows:
6.1 Comparex 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;
6.2 the consolidated assets of Comparex and its subsidiaries are in excess
of the consolidated liabilities, measured in accordance with the accounting
policies used in the audited annual financial statements for the year ended 31
May 2000;
6.3 the ordinary share capital and consolidated reserves of Comparex and
its subsidiaries will be adequate for a period of 12 months from the date of
this announcement; and
6.4 the working capital of Comparex and its subsidiaries will be adequate
for a period of 12 months from the date of this announcement.
7. Financial effects
The table below sets out the financial effects of the repurchases to date on
the unaudited group results of Comparex for the six months ended 30 November
2000:
Before After Change
(cents) (cents) %
Earnings per share 156,5 160,2 2,4
Headline earnings per share 41,4 41,5 0,2
Net asset value per share 1 154,1 1 157,2 0,3
Fully diluted earnings per share 134,6 137,1 1,9
Fully diluted headline earnings per share 39,7 39,8 0,3
Fully diluted net asset value per share 934,6 931,4 (0,3)
Assumptions
- For the purposes of calculating the above financial effects on all earnings
related figures, it was assumed that the repurchases to date were carried out
on 1 June 2000.
- The financial effects are calculated assuming that the repurchases to date
were financed by excess cash on hand on which interest was received at a net
rate of 7% per annum after deducting tax at a rate of 30%.
- For the purposes of calculating all the figures in the "After" column above,
the number of shares taken into account was consistently reduced by the number
of ordinary shares repurchased.
- For the purposes of calculating the financial effects on the net asset value
figures, it was assumed that the repurchases to date were carried out on 30
November 2000.
- The difference between Comparex's group net asset value and net tangible
asset value is not material.
8. JSE listing
As all of the shares have been repurchased by a wholly-owned subsidiary of
Comparex, none of the shares will be cancelled nor will the JSE listing in
respect of those shares be terminated.
Sandton
29 March 2001
Sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
