| Wed 13 Feb 2002, 0:00 | | Repurchase Of Ordinary Shares In Comparex |
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COMPAREX HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
JSE Share code: CPX ISIN: ZAE000016812
("Comparex")
REPURCHASE OF ORDINARY SHARES IN COMPAREX
1. Introduction
Further to the announcement dated 15 November 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 shareholders at the annual
general meeting held on 25 October 2001.
2. Implementation
From the commencement of the share repurchase programme to the date of
this announcement, a total of 53 371 082 Comparex ordinary shares,
representing approximately 16% of the issued share capital of Comparex, have
been acquired on the JSE for a total consideration of R569 407 161
("repurchases to date").
Of the repurchases to date, a wholly-owned subsidiary of Comparex has
acquired 41 299 369 Comparex ordinary shares. 29 508 195 of these shares
were exchanged for shares in Comparex Africa Group (Pty) Ltd ("Comparex
Africa"), as part of the recent transaction with Persetel Q Data Africa
Holdings Limited ("the Comparex Africa transaction"). As a result, 11 791
174 Comparex ordinary shares are currently held by a wholly-owned subsidiary
of Comparex.
Comparex has directly acquired and cancelled 12 071 713 Comparex ordinary
shares to date.
The price paid per ordinary share varied between a high of R11,00 and a
low of R9,20.
3. Source of funds
Repurchases to date have been, and future repurchases will also be, funded
from available cash resources.
4. Opinion of the directors
Having considered the effect of the share repurchase programme, the opinion
of the directors as at 13 February 2002, in terms of the Companies Act, 1973
(Act 61 of 1973), as amended, and the JSE Listings Requirements is as
follows:
4.1 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;
4.2 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;
4.3 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
4.4 the working capital of Comparex and its subsidiaries will be adequate
for a period of 12 months from the date of this announcement.
5. Financial effects
The table below sets out the financial effects of the share repurchases made
subsequent to 30 November 2001, based on the unaudited group results of
Comparex for the six months ended 30 November 2001. Appropriate adjustments
have been made in both the "Before" and "After" columns for the financial
effects of the Comparex Africa transaction:
Before After Change
(cents) (cents) (%)
Earnings per share 89,1 90,6 1,7
Headline earnings per share 91,0 92,5 1,6
Net asset value per share 1 089,0 1 092,1 0,3
Fully diluted earnings per share 87,5 88,9 1,6
Fully diluted headline earnings per share 89,3 90,7 1,6
Fully diluted net asset value per share 1 050,6 1 052,5 0,2
Fully diluted net tangible asset value per share 945,3 944,5 (0,1)
Basis for calculations:
- The total consideration paid in terms of the Comparex Africa transaction
consisted of R378,7 million in cash and 29 508 195 Comparex ordinary shares,
previously held by a wholly-owned subsidiary.
- For the purposes of calculating all the figures in the "After" column, the
number of ordinary shares taken into account was consistently reduced by the
number of ordinary shares repurchased subsequent to 30 November 2001, being
8 184 082 shares (for a total consideration of R79,9 million).
- The tangible net asset value and the calculation of the goodwill
attributable to the investment in Comparex Africa are based on the carrying
value of Comparex Africa at 30 November 2001.
- For the purposes of calculating the financial effects on all earnings-
related figures, it was assumed that the repurchases subsequent to 30
November 2001 and the Comparex Africa transaction were carried out on 1 June
2001.
- The financial effects are calculated assuming that the repurchases were
financed by excess cash on hand on which interest was received at a rate of
9% per annum, which was taxed at a rate of 30%.
- For the purposes of calculating the financial effects on the net asset
value figures, it was assumed that the repurchases subsequent to 30 November
2001 and the Comparex Africa transaction were carried out on 30 November
2001.
- Goodwill resulting from the Comparex Africa transaction has been amortised
over seven years.
6. 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. The Comparex ordinary shares acquired directly by
Comparex have been cancelled and the number of ordinary shares of Comparex
listed on the JSE has been reduced by this amount.
Sandton
13 February 2002
Financial adviser
Ing Barings
Sponsor
Rand Merchant Bank
A Division of FirstRand Bank Limited
Corporate Finance
