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Synergy Holdings Limited
(Registration number 1995/006315/06)
("Synergy" or "the Company")
Share : Code:SNG
ISIN : ZAE000017760
REPURCHASE BY SYNERGY OF ITS OWN SECURITIES
Introduction
During 1999 the board of directors resolved to introduce a share repurchase
programme in order to benefit the company by enabling it to repurchase its
own shares as and when it offered value to do so ("the repurchase
programme").
A resolution amending Synergy's articles of association in order to enable
share repurchases generally was proposed to and resolved by Synergy's
shareholders on 18 August 1999 ("the relevant article"). The board of
directors then proceeded to implement the repurchase programme in good
faith.
On subsequent review by Synergy's legal advisors it was noted that the
amendment did not adequately authorise Synergy to implement the repurchase
programme and Synergy shareholders are thus requested to rectify the
position by:
resolving to substitute the relevant article,
resolving to ratify the implementation of the repurchase programme to date
and
to authorise the board of directors to repurchase Synergy shares generally.
The annual financial statements for the year end February 2001 incorporating
a notice of general meeting detailing the above resolutions will be posted
to shareholders on or about 2 October 2001. The resolutions will be
effective from the date of their passing.
Total number of shares repurchased
Synergy's repurchase program commenced on 1 May 2001 and continued
thereafter on a day-to-day basis as market conditions allowed.
A total of 8 027 100 shares have been repurchased by Synergy representing
12, 24 per cent of the ordinary issued share capital, and
125 000 representing 0,19% by the Synergy Share Trust, which had the correct
scope of authority to do so.
Prices Paid
Time period Highest Lowest Average Number of Amount
Price Price Price Shares Paid
(Cents) (Cents) (Cents) (Rands)
Date of 165 39 58.25 602 800 362 781
listing until
AGM (18/8/00)
28/2/01 - 3 3 3 1 636 300 49 089
18/06/01
12/07/01 3 3 3 5 913 000 177 390
TOTAL 7,3 8 152 100 585 510
Source of funds
Share repurchases to date have been funded from available cash resources and
the intention is that future repurchases will also be funded from available
cash.
Directors' statement
Having considered the effect of the purchases made so far, as well as those
to be effected in the future, the directors of Synergy remain of the opinion
that:
Synergy 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 Synergy and its subsidiaries will be in excess of
their consolidated liabilities, measured in accordance with the accounting
policies used in the annual report for the 12 months ended 30 June 2000.
the ordinary share capital and consolidated reserves of Synergy and its
subsidiaries will be adequate for a period of 12 months from the date of
this announcement; and
the working capital of Synergy and its subsidiaries will be adequate from
the period of 12 months from the date of this announcement.
Financial effects
The table below sets out the financial effects of the repurchase on
Synergy's earnings per share and net asset value per share:
:Year End
:28 February 2001
:Before the After the %
:Repurchase Repurchase Change
(cents) (cents)
Earnings per share (5,87) (6,68) 12,12
Net asset Value per share 4,43 5,03 13,54
Tangible net asset value per
share 4,43 5,03 13,54
Assumptions
The pro forma financial effects are calculated at 28 February 2001 by
assuming that the purchases by Synergy subsequent to that date,
7 424 300 shares at the cost of R 222 729 to date had been carried out on 1
March 2000 with the funds in hand on which there would have been a loss of
interest received, calculated at a rate of 7,6 per cent per annum, after
tax. The accounting policies employed by the group for the year ended 28
February 2001 have been applied in these calculations.
The calculations have been based on a weighted number of shares in issue for
the year of 55 137 700. The repurchased shares which will be cancelled and
are not used for the purpose of calculations for the `after' figures.
Stock exchange listing
All of the shares purchased by Synergy will be cancelled. These shares will
be de-listed on the date that these resolutions are approved by
shareholders.
Sandton
28 September 2001
SPONSOR
SASFIN BANK LIMITED
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