| Fri 5 Oct 2001, 0:00 | | Specific Share Repurchase By M-net / Supersport |
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ELECTRONIC MEDIA NETWORK
(Incorporated in the Republic of South Africa)
(Registration number 1985/002853/06)
("M-Net")
SUPERSPORT INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/004203/06)
("SuperSport")
(Collectively referred to as "M-Net/SuperSport" or "the companies")
Share code: MNS ISIN: ZAE000014304
SPECIFIC SHARE REPURCHASE BY M-NET/SUPERSPORT
1. INTRODUCTION
M-Net and SuperSport are generating positive cash flows and have cash
resources in excess of immediate requirements. As a consequence, the
directors of the companies are of the opinion that M-Net and SuperSport will
benefit from repurchasing up to 6% of the respective company's shares.
Phuthuma Investments (Proprietary) Limited, which holds some 5% of the
issued share capital of M-Net and SuperSport, has advised that it wishes to
dispose of its interest in M-Net/SuperSport. The directors of the companies
are of the opinion that the repurchase objective will best be achieved by
the companies acquiring this specific block of shares from Phuthuma
Investments (Proprietary) Limited.
Accordingly, shareholders are advised that the boards of directors of M-
Net and SuperSport have resolved to repurchase 14 226 724 M-Net/SuperSport
shares that trade as linked units on the JSE Securities Exchange South
Africa ("JSE") and on the Nigerian Stock Exchange. The ordinary shares will
be repurchased in terms of sections 85 and 89 of the Companies Act (Act 61
of 1973), as amended, and the Listings Requirements of the JSE.
2. THE M-NET/SUPERSPORT SPECIFIC REPURCHASE
2.1 Terms
M-Net/SuperSport proposes to acquire 14 226 724 M-Net/SuperSport ordinary
shares from Phuthuma Investments (Proprietary) Limited ("the specific
repurchase") at 550 cents per share. This will amount to a purchase
consideration of R78,2 million. The specific repurchase will be financed
through M-Net/SuperSport's existing cash resources, 42% to be paid by M-Net
and 58% to be paid by SuperSport.
2.2 Important dates
2001
Circular posted to shareholders on Friday 26 October
Last day to lodge proxy forms at 08:30 on Monday 19 November
General meetings of M-Net/SuperSport shareholders
to be held at 08:30 on Tuesday 20 November
Shares repurchased on Friday 23 November
Shares delisted and cancelled at close of business on Friday 23 November
2.3 Financial effects
The tables below set out the impact of the specific repurchase on the
consolidated audited financial results and the net asset position for the 12
months ended 31 March 2001. The impact on earnings and headline earnings per
share was calculated assuming the specific repurchase took place on 1 April
2000. The impact on net asset value was calculated at 31 March 2001. The
number of shares in issue in the Companies before and after the specific
repurchase are 282 990 000 and 268 763 276, respectively.
2.3.1 Aggregate financial effects
Before the After the
specific specific
Percentage
repurchase repurchase change
(cents) Notes (cents) Notes %
Earnings per share 47,1 a 47,8 b 1,4
Headline earnings per share 47,1 a 47,8 b 1,4
Net asset value per share 253,5 a 237,8 c (6,19)
Tangible net asset value
per share 253,5 a 237,8 c (6,19)
2.3.2 Financial effects on M-Net
Before the After the
specific specific
Percentage
repurchase repurchase change
(cents) Notes (cents) Notes %
Earnings per share 28,9 a 29,7 b 2,6
Headline earnings per share 28,9 a 29,7 b 2,6
Net asset value per share 59,8 a 50,7 c (15,17)
Tangible net asset value
per share 59,8 a 50,7 c (15,17)
2.3.3 Financial effects on SuperSport
Before the After the
specific specific
Percentage
repurchase repurchase change
(cents) Notes (cents) Notes %
Earnings per share 18,2 a 18,1 b (0,6)
Headline earnings per share 18,2 a 18,1 b (0,6)
Net asset value per share 193,7 a 187,1 c (3,42)
Tangible net asset value
per share 193,7 a 187,1 c (3,42)
Notes:
a) As reported at 31 March 2001.
b) Earnings per share and headline earnings per share after the specific
repurchase is calculated by dividing the earnings reported at 31 March 2001
less the interest that would have been earned, at an interest rate of 9%,
before tax, on the purchase consideration for the year, by the number of
shares in issue, assuming the 14 226 724 shares had been cancelled.
c) Net asset value per share and tangible net asset value per share, after
the specific repurchase, is calculated by dividing the net assets of M-Net
and SuperSport respectively as at 31 March 2001 less the cash amounts
utilised to effect the specific repurchase and the interest that would have
been earned at an interest rate of 9%, before tax, by the number of shares
in issue, assuming the 14 226 724 shares had been cancelled.
3. CONDITIONS PRECEDENT TO THE M-NET/SUPERSPORT SPECIFIC REPURCHASE
At the date of publishing this announcement the following conditions
precedent remain outstanding:
* the passing of the requisite resolutions approving the specific repurchase
at the general meetings of the companies to be held on Tuesday 20 November
2001, and
* the registration by the Registrar of Companies of the special resolutions
passed at the respective general meetings.
4. DOCUMENTATION
A circular containing full details of the specific repurchase and
incorporating notices of the general meetings to be held on Tuesday 20
November 2001, is to be posted to M-Net/SuperSport shareholders on or about
Friday 26 October 2001.
Randburg
5 October 2001
Sponsor
Sasfin Bank Limited
(Registration number 1951/002280/06)
