| Fri 17 Aug 2001, 0:00 | | Amb - Repurchase Of Ordinary Shares In Amb Holding |
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AMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/003054/06)
("AMB Holdings")
Repurchase of ordinary shares in AMB Holdings
1. INTRODUCTION
Further to the announcement dated 8 June 2001 regarding previous share
repurchases, AMB Holdings has, through a wholly-owned subsidiary,
repurchased a further 3 632 900 ordinary shares of 0,001 cent each in the
issued share capital of AMB Holdings ("shares") in the open market ("the
share repurchase") in accordance with the general authority granted by AMB
Holdings shareholders at the annual general meeting held on 16 February 2001
("the general authority"). This brings the total number of shares acquired
by AMB Holdings since the commencement of its share repurchase programme to
12 163 352 shares, whilst a total of 11 839 484 shares have been repurchased
during the current financial year.
2. EXTENT OF THE GENERAL AUTHORITY
In terms of the general authority:
* cumulative repurchases in any one financial year may not exceed 20% of AMB
Holdings' issued share capital at the date on which the general authority
was granted; and
* the maximum price payable for each share is the weighted average market
price at which the shares trade on the JSE Securities Exchange South Africa
over the five trading days immediately preceding the date of repurchase of
the shares plus a 10% premium.
3. DETAILS OF THE SHARE REPURCHASE
3.1 Dates
The share repurchase was concluded on a day-to-day basis as market
conditions allowed between 7 June 2001 and 15 August 2001.
No share repurchases were made during the period 11 July 2001 to 27 July
2001 as AMB Holdings was trading under a cautionary announcement. The
cautionary announcement was withdrawn on 24 July 2001.
3.2 Price paid
Highest price paid for the shares 996 cents
Lowest price paid for the shares 744 cents
Average price paid per share (including costs) 894 cents
3.3 Number and monetary value
Previous shares repurchased (8 June 2001)
(amounting to 6,8% of the 121 012 784 shares
in issue on 16 February 2001)
("the previous repurchase") 8 206 584
Total number of shares repurchased per this announcement
(amounting to 3,0% of the 121 012 784 shares in issue
on 16 February 2001) 3 632 900
Total number of shares repurchased to date 11 839 484
Total value of shares repurchased (Rand) 99 528 370
Number of shares which may still be repurchased by
AMB Holdings (amounting to 10,2% of the 121 012 784 shares
in issue on 16 February 2001) 12 363 073
3.4 Source of funds
The funds utilised to give effect to the share repurchase were sourced from
funds generated by the business and existing cash resources.
4. OPINION OF THE DIRECTORS
The directors of AMB Holdings are of the opinion that, after considering the
effect of the share repurchase:
* AMB Holdings and its subsidiaries will be able to settle liabilities that
become due for payment for a period of 12 months from the date of this
announcement;
* the assets of AMB Holdings and its subsidiaries will exceed its
liabilities, as measured in accordance with the accounting policies used in
AMB Holdings' latest audited financial statements, for a period of 12 months
from the date of this announcement;
* the working capital of AMB Holdings and its subsidiaries will be adequate
for a period of 12 months from the date of this announcement; and
* the share capital and reserves of AMB Holdings and its subsidiaries will
be adequate for a period of 12 months from the date of this announcement.
5. PRO FORMA FINANCIAL EFFECTS
5.1 Explanatory note
It is AMB Holdings' policy to disclose the maximum amount of information to
its shareholders, which is relevant to such shareholders' decision-making
processes. In accordance with this policy, the announcement regarding the
previous repurchase published on 8 June 2001 contained pro forma financial
effects calculations which reflected, amongst others, the effect on the net
asset value of AMB Holdings of the proposed restructuring of a credit
indemnity insurance policy, entered into in 1998, for protection against bad
and doubtful debts. The benefits of this proposed restructuring contributed
to the improved pro forma net asset value. The proposed restructuring was
assumed to have been implemented as a result of amendments to the
Regulations Relating to Banks, promulgated in terms of the Banks Act, 94 of
1990, in respect of banks holding minimum on-balance sheet provisions for
bad and doubtful debts, and will in fact be implemented in the near future.
In any event, the significantly reduced structured finance term advances
portfolio versus initial forecasts and an improved risk environment in which
AMB Holdings operates, have resulted in current on-balance sheet provisions
being significantly in excess of current and expected future requirements
5.2 Assumptions
The table below sets out the pro forma financial effects of the share
repurchase and the previous repurchase on the earnings per share ("EPS"),
fully diluted headline earnings per share ("FDEPS") and net asset value per
share ("NAV") of AMB Holdings based on the interim financial results for the
six months ended 31 March 2001, being the most recent reported results of
AMB Holdings. The pro forma EPS, FDEPS and NAV have been calculated applying
the same accounting policies applied in AMB Holdings' latest audited annual
financial statements and on the basis of the following assumptions:
* for purposes of the EPS and FDEPS calculations, it has been assumed that
the share repurchase and the previous repurchase were concluded on 1 October
2000;
* for purposes of the NAV calculation, it has been assumed that the share
repurchase and the previous repurchase were concluded on 31 March 2001;
* the funds utilised to repurchase the shares were sourced from cash
resources on which interest at an average after-tax rate of 7,1% per annum
would have been received; and
* a company tax rate of 30% was applied.
5.3 Pro forma financial effects
Percentage Percentage
Before After - 1 Increase/ After - 2 Increase/
(cents)(1) (cents)(2) (Decrease) % (cents)(3) (Decrease) %
EPS 92,5 99,3 7,4 99,3 7,4
FDEPS 91,5 98,1 7,2 98,1 7,2
NAV 1 040,0 1 061,5 2,1 1 119,7 7,7
Notes:
1. The "Before" column reflects the EPS, FDEPS and NAV as per AMB Holdings'
unaudited interim results for the six months ended 31 March 2001, in other
words excluding the pro forma effects of the previous repurchase and the
share repurchase.
2. The "After - 1" column reflects the pro forma EPS, FDEPS and NAV
following the implementation of the previous repurchase and the share
repurchase, without taking into account any reserves which are not reflected
directly in the balance sheet.
3. The "After - 2" column reflects the pro forma EPS, FDEPS and NAV
following the implementation of the previous repurchase and the share
repurchase, taking into account any reserves which are not reflected
directly in the balance sheet.
6. STOCK EXCHANGE LISTING
As all of the shares have been purchased by a wholly-owned subsidiary of AMB
Holdings, and not by AMB Holdings itself, no application will be made for
termination of the listing of the shares repurchased in terms of the share
repurchase.
16 August 2001
Merchant bank and sponsor
AMB
African Merchant Bank Limited
Registered Bank
Registration number 1996/016470/06
