| Wed 29 Aug 2001, 0:00 | | Boe - Repurchase Of Ordinary Shares |
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BoE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
Share code: BOE
ISIN code: ZAE000014890
("BoE")
REPURCHASE OF ORDINARY SHARES
1..INTRODUCTION
BoE Merchant Bank, a division of BoE Bank Limited, is authorised to
announce that BoE has repurchased an aggregate of 69 735 100 ordinary
shares on the JSE Securities Exchange, South Africa ("the JSE") for a
total consideration (excluding dealing costs) of R298 million, at an
average price of 428 cents per ordinary share ("the BoE general
repurchase").
THE BOE GENERAL REPURCHASE FORMS PART OF BOE'S CAPITAL MANAGEMENT
PROGRAM AND TO ENSURE THAT SURPLUS CAPITAL IS EFFICIENTLY DEPLOYED.
2. AUTHORISED REPURCHASE LIMITS
In terms of a special resolution passed by the members of BoE at the
annual general meeting held on Thursday, 8 February 2001, and in terms
of the JSE Listing Requirements, BoE may repurchase ordinary shares on
the JSE if:
(a) the repurchase is limited to a maximum of 20% of the issued ordinary
share capital of BoE at the time the authority was granted; and
(b) the repurchase may not be made at a price more than 10% above the
weighted average of the market value of the ordinary shares traded on the
JSE for the five business days immediately preceding the date of each
repurchase.
The BoE general repurchase has been made within these limits.
3. IMPLEMENTATION
350 000 ordinary shares were repurchased on the open market on 22
September 2000, the balance, being 69 385 100 ordinary shares, were
repurchased between 17 November 2000 and 28 August 2001, as market
conditions allowed. In aggregate, BoE repurchased a total of 69 735 100
ordinary shares (3% of the issued ordinary share capital at the time the
authority was granted) on the JSE for a total consideration (excluding
dealing costs) of R298 million, at an average price of 428 cents per
ordinary share. The highest price paid was 457 cents per ordinary share
and the lowest price paid was 355 cents per ordinary share.
BoE is still entitled to repurchase a further 392 453 137 ordinary
shares on the JSE in terms of its authorised repurchase limit, which
remains in force until the next annual general meeting of BoE, at which
time an additional limit may be approved. BoE will continue to
consider, and if appropriate, conduct further repurchases in order to
manage the level of capital in the BoE Group.
4. SOURCE OF FUNDS
The BoE general repurchase has been funded from existing facilities and
cash resources. Future repurchases will also be funded on the same
basis.
5. OPINION OF DIRECTORS
Having considered the impact of the BoE general repurchase, the
directors of BoE remain of the opinion that:
- BoE and its subsidiaries will be able, in the ordinary course of business,
to pay their debts for a period of 12 months from the date of this
announcement;
- the consolidated assets of BoE and its subsidiaries will be in excess of
their consolidated liabilities, measured in accordance with the accounting
policies used in the audited annual financial statements for the financial
year ended 30 September 2000;
- the ordinary share capital and consolidated reserves of BoE and its
subsidiaries will be adequate for a period of 12 months from the date of
this announcement; and
- the working capital of BoE and its subsidiaries will be adequate for a
period of 12 months from the date of this announcement.
6. FINANCIAL EFFECTS
The financial effects of the BoE general repurchase on the headline
earnings per ordinary share and net asset value per ordinary share are
as set out below. In calculating the financial effects of the repurchase
on headline earnings per ordinary share and net asset value per ordinary
share, only those shares repurchased subsequent to 31 March 2001 have
been included as the shares repurchased prior to 31 March 2001 have
already been included in the headline earnings per ordinary share and
net asset value per ordinary share published in the interim results for
the six month period ended 31 March 2001.
Before After Change
6 months ended 31 Note (cents (cent (cen %
March 2001 ) s) ts)
Headline earnings 1 25,1 25,3 0.2 0.8
per share
Net asset value per 2 281 277 (4) (1.4
share )
Notes:
(1) The headline earnings per share are based on the headline earnings per
share for the 6 month period ended 31 March 2001, assuming that the BoE
general repurchase was carried out on 1 October 2000 and was financed at an
after-tax cost of funds of 7% per annum.
(2) The net asset value per share is based on the net asset value per share
for BoE on 31 March 2001 with investments at market value and net of
goodwill, assuming that the BoE general repurchase was carried out on 1
October 2000.
7. CANCELLATION OF BOE ORDINARY SHARES
The 69 735 100 ordinary shares repurchased in terms of the BoE general
repurchase are to be cancelled with effect from Friday,
28 September 2001.
8. DELISTING OF REPURCHASED ORDINARY SHARES
Application is to be made to the JSE to reduce the number of ordinary
shares of BoE listed on the JSE by 69 735 100 ordinary shares, with
effect from Friday, 28 September 2001.
CAPE TOWN
29 August 2001
Corporate advisor Sponsor
Lead sponsor
BoE MERCHANT BANK BoE SECURITIES UBS
WARBURG
SECURITIES
