|
METRO CASH AND CARRY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
("Metro" or "the company")
SPECIFIC REPURCHASE OF SHARES
1. Introduction
The company has resolved to repurchase ("the repurchase") through a
wholly-owned subsidiary ("the subsidiary") a total of 55 000 000 shares ("the
specific shares") from The 1999 Metro Share Incentive Trust ("the Trust").
2. Rationale
The Trust was established in 1999 with the objective of incentivising all
employees, including the executive directors of Metro, and to secure the
retention of their services. The Trust currently holds a total of 73 391 889
shares.
The specific shares were allotted to the Trust early in the 2000 financial year
and were funded by way of a non-interest bearing loan from Metro. The issue
price of the specific shares is well above the price at which the shares
currently trade on the JSE Securities Exchange South Africa. This situation no
longer serves the original purpose of the Trust and has in fact become a major
disincentive to employees.
Accordingly, the directors believe that it is in the best interests of Metro
and its shareholders for Metro, through the subsidiary, to repurchase the
specific shares. The directors have resolved to allot new shares to the Trust
to replace the shares repurchased.
3. Terms
Subject to the approval of the shareholders in general meeting of the requisite
special resolution, Metro, through the subsidiary, intends to repurchase the
specific shares from the Trust on 30 April 2001, on the basis that -
3.1 the specific shares will not be cancelled but will be held as treasury
shares by the subsidiary;
3.2 the price payable for the specific shares will be the sum of R302 000 000,
equal to 549.09 cents per share, being the average price at which the shares
were originally allotted;
3.3 the purchase price will be paid by reducing the non-interest bearing loan
account from Metro to the Trust;
3.4 the repurchase will accordingly have no cash flow implications or entail
the payment of any amount.
4. Financial effects
The table below sets out the financial effects of the repurchase on Metro's
headline earnings per share and net asset value per share based on Metro's
unaudited interim results for the six months ended 31 October 2000. The
financial effects assume that 55 000 000 new Metro shares were allotted to the
Trust at R1.30, being the price at which the shares in respect of the rights
offer, undertaken during February 2001, were issued.
Increase/
Before the After the decrease
repurchase repurchase1 (%)
Adjusted diluted headline earnings
per share (cents) 8.6 8.62 nil
Net asset value per share (cents) 63.1 45.13 (28.5)
1 Assuming that the repurchase and the allotment of 55 000 000 new shares
(based on the price of R1.30 being the price at which the shares in respect of
the rights offer were issued) had been made on 1 May 2000.
2 The earnings per share is based on the weighted average shares in issue of 1
263 798 000.
3 On consolidation, an amount of R302 000 000 will be deducted from stated
capital. It has been assumed that the new shares will be allotted at a total
value of R71 500 000 and the stated capital will be increased by that amount.
Net asset value per share is based on 1 278 223 000 shares.
5. Conditions precedent to the repurchase
The implementation of the repurchase is subject to, inter alia, the following
conditions precedent -
5.1 the passing of the requisite special resolution approving the repurchase at
the general meeting; and
5.2 the registration by the Registrar of Companies of the special resolution
passed at the general meeting.
6. Documentation
A circular, containing full details of the repurchase and incorporating a
notice of general meeting will be posted to Metro shareholders on Saturday, 7
April 2001.
Johannesburg
6 April 2001
Merchant bank and sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Attorneys
Fluxman Rabinowitz - Raphaely Weiner Inc. Attorneys
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
