| Wed 26 Sep 2001, 0:00 | | Comparex Holdings Limited - Repurchase Of Ordinary |
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(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
Share code: CPX ISIN: ZAE000016812
("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 per financial year; 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 and in accordance with the JSE
Listings Requirements. On 29 March 2001 it was announced that a wholly-owned
Comparex subsidiary had acquired, on the JSE, 10 191 300 Comparex ordinary
shares equivalent to approximately 3% of the issued share capital of
Comparex. As at the date of this announcement, the wholly-owned Comparex
subsidiary has acquired, in aggregate, on the JSE, 32 343 200 Comparex
ordinary shares representing almost 10% of the issued share capital of
Comparex for a total consideration of R348 546 466 ("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 for the current financial
year is approximately 49 million ordinary shares, representing approximately
15% 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 25 September 2001, in terms of the Companies Act, 1973 (Act
61 of 1973), as amended, and the JSE Listings Requirements 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 2001;
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 audited group results of Comparex for the year ended 31 May 2001:
Before After Change
(cents) (cents) (%)
Earnings per share 105,2 109,2 3,8
Headline earnings per share 85,9 87,8 2,2
Net asset value per share 1 054,4 1 051,9 (0,2)
Fully diluted earnings per share 96,7 99,1 2,5
Fully diluted headline earnings
per share 84,6 86,0 1,6
Fully diluted net asset value per share 847,2 827,6 (2,3)
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 31 May 2001.
- 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
25 September 2001
Financial adviser
ING Barings
Sponsor
Rand Merchant Bank
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
