| Thu 15 Nov 2001, 0:00 | | Repurchase Of Ordinary Shares In Comparex |
|
COMPAREX HOLDINGS LIMITED
(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
Further to the announcement dated 25 September 2001 regarding previous share
repurchases, Comparex has continued its share repurchase programme in
accordance with the rules of the JSE Securities Exchange South Africa
("JSE") and the general authority granted by its shareholders which was
renewed at the annual general meeting held on 25 October 2001.
2. Implementation
As at the date of this announcement a total of 43 217 500 Comparex ordinary
shares have been acquired on the JSE representing 13% of the issued share
capital of Comparex for a total consideration of R467 763 823 ("repurchases
to date"). Of the repurchases to date 33 115 287 Comparex ordinary shares
representing 10% of the issued share capital of Comparex were acquired by a
wholly-owned subsidiary and 10 102 213 Comparex ordinary shares were
acquired by Comparex. The highest price paid was R11,00 per ordinary share
and the lowest price paid was R9,20 per ordinary share.
3. Extent of general authority outstanding
The extent of the general authority outstanding for the current financial
year is approximately 38 million ordinary shares, representing approximately
12% of the total issued ordinary share capital of Comparex.
4. Source of funds
Repurchases to date have been, and future repurchases will also be, funded
from available cash resources.
5. Opinion of the directors
Having considered the effect of the repurchase programme, the opinion of the
directors as at 15 November 2001, in terms of the Companies Act, 1973 (Act
61 of 1973), as amended, and the JSE Listings Requirements is as follows:
5.1 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;
5.2 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;
5.3 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
5.4 the working capital of Comparex and its subsidiaries will be adequate
for a period of 12 months from the date of this announcement.
6. Financial effects
The table below sets out the financial effects of the repurchases to date
based on the audited group results of Comparex for the year ended 31 May
2001:
Before After Change
(cents) (cents) (%)
Earnings per share 105,2 110,4 4,9
Headline earnings per share 85,9 88,3 2,8
Net asset value per share 1 103,6 1 106,8 0,3
Fully diluted earnings per share 96,7 99,7 3,1
Fully diluted headline earnings per share 84,6 86,2 1,9
Fully diluted net asset value per share 886,7 863,8 (2,6)
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.
7. JSE listing
The Comparex ordinary shares acquired by the wholly-owned subsidiary of
Comparex will not be cancelled nor will the JSE listing in respect of these
shares be terminated. Of the 10 102 213 Comparex ordinary shares acquired by
Comparex, 259 513 ordinary shares have been cancelled and the number of
ordinary shares of Comparex listed on the JSE has been reduced by this
amount with effect from Friday, 26 October 2001. The remaining 9 842 700
Comparex ordinary shares acquired by Comparex are to be cancelled and
application is to be made to the JSE to reduce the number of ordinary shares
of Comparex listed on the JSE by this amount.
Sandton
15 November 2001
Financial adviser
ING Barings
Sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
