| Thu 17 Jan 2002, 0:00 | | Boe Limited - 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 72 681 747 ordinary shares on the
JSE Securities Exchange, South Africa ("the JSE") for a total consideration
(excluding dealing costs) of R279 million, at an average price of 384 cents
per ordinary share ("the BoE general repurchase").
The BoE general repurchase forms part of BoE's capital management programme
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
The current share repurchase program has been carried out since the BoE
announcement on 29 August 2001, during which time BoE has repurchased shares
on the open market, as well using derivative transactions (forward purchase
agreements). On 12 December 2001, BoE announced that it had repurchased 72
239 542 shares, of which 15 994 800 were bought directly on the open market
and 56 244 742 were bought under derivative forward purchase agreements.
Since that date a further 59 896 963 shares have been purchased, of which 56
686 947 were bought directly on the open market and 3 210 016 were bought
through derivative forward purchase agreements.
This brings the total number of shares repurchased directly on the open
market to 72 681 747 (3.15% of the issued ordinary share capital at the time
the authority was granted), while a further 59 454 758 shares repurchased
still remain outstanding under forward purchase agreements.
The 72 681 747 shares were bought on the JSE for a total consideration
(excluding dealing costs) of R279 million, at an average price of 384 cents
per ordinary share. The highest price paid was 431 cents per ordinary share
and the lowest price paid was 351 cents per ordinary share.
RECONCILIATION Actual shares Direct Derivative Net shares in
OF NUMBER OF in issue repurchases forward issue
SHARES on the open purchases
market still to be
settled
Balances on 29 2 265 104 029 - - 2 265 104 029
August 2001
Issues on 4 372 657 - - 4 372 657
exercise of
share incentives
in December 2001
Repurchases - 6 - (15 994 800) (56 244 742) (72 239 542)
September to 12
December 2001
Balances on 12 2 269 476 686 (15 994 800) (56 244 742) 2 197 237 144
December 2001
Issues on 28 018 431 - - 28 018 431
exercise of
share incentives
in January 2002
Repurchases - 13 - (56 686 947) (3 210 016) (59 896 963)
December 2001 to
16 January 2002
Balances at 2 297 495 117 (72 681 747) (59 454 758) 2 165 358 612
close on 16
January 2002
Net reduction in 99 745 417
shares since 29
August 2001
BoE is still entitled to repurchase a further 260 316 632 ordinary shares on
the JSE (representing 11.3% of the issued ordinary share capital at the time
the authority was granted), in terms of its authorised repurchase limit,
which remains in force until the next annual general meeting of BoE on
Thursday, 14 February 2002, 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, for a period of 12 months from the date of
this announcement, measured in accordance with the accounting policies used
in the audited annual financial statements for the financial year ended 30
September 2001;
- 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.
Before After Change
Year ended 30 Note (cents) (cents) (cents) %
September 2001
Headline earnings 1 52.1 52.9 0.8 1.5
per share
Earnings per share 1 12.4 11.9 (0.5) (4.0)
Net asset value per 2 287 283 (4) (1.4)
share
Net tangible asset 2 243 237 (6) (2.5)
value per share
Notes:
(1) The headline earnings per share and earnings per share are based on the
headline earnings per share and earnings per share for the year ended 30
September 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 and net tangible asset value per share are
based on the net asset value per share and net tangible asset value per
share for BoE on 30 September 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 72 681 747 ordinary shares repurchased in terms of the BoE general
repurchase are to be cancelled with effect from Thursday, 21 February 2002.
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 72 681 747 ordinary shares, with effect from
Thursday, 21 February 2002.
CAPE TOWN
17 January 2002
Corporate advisor Lead sponsor Sponsor
BoE MERCHANT BANK UBS BoE SECURITIES
A division of BoE WARBURG (PROPRIETARY)
Bank Limited SECURITIES LIMITED
(Registration Member of the JSE
number Securities Exchange
1951/000847/06) (Registration number
1995/012240/07)
