| Fri 15 Feb 2002, 0:00 | | Amb Holdings Limited - Repurchase Of Ordinary Shar |
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AMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/003054/06)
Share code AMB ISIN ZAE000029682
("AMB Holdings")
Repurchase of ordinary shares in AMB Holdings
1. INTRODUCTION
African Merchant Bank Limited is authorised to announce that AMB Holdings
has repurchased a further 3 758 684 ordinary shares of 0,001 cent each in
the issued share capital of AMB Holdings ("shares") in the open market ("the
share repurchase"). The share repurchase was made in accordance with the
general authorities granted by AMB Holdings shareholders at the annual
general meetings held on 16 February 2001 and 13 February 2002 (collectively
referred to as the "general authority").
2. EXTENT OF THE GENERAL AUTHORITY
In terms of the general authority:
- cumulative repurchases in any one financial year may not exceed 20% of
AMB Holdings' issued share capital at the date on which the general
authority was granted; and
- the maximum price payable for each share is the weighted average market
price at which the shares trade on the JSE Securities Exchange South Africa
("the JSE"), over the five trading days immediately preceding the date of
repurchase, plus a 10% premium.
3. DETAILS OF THE SHARE REPURCHASE
3.1 Dates
The share repurchase was conducted on a day-to-day basis as market
conditions allowed between 16 August 2001 and 14 February 2002.
3.2 Price paid
Highest price paid for the shares 1 025 cents
Lowest price paid for the shares 629 cents
Average price paid per share (including costs) 788 cents
3.3 Number and monetary value
Shares previously repurchased 11 839 484
Number of shares repurchased per this announcement 3 758 684
Aggregate number of shares repurchased to date 15 598 168
Value of shares repurchased per this announcement (Rands) 28 023 825
Number of shares which may still be repurchased by
AMB Holdings in terms of the general authority
(amounting to 19,9% of the 121 229 151 shares in issue
on 13 February 2002) 24 097 790
3.4 Source of funds
The funds utilised to give effect to the share repurchase were sourced from
funds generated by the business and existing cash resources.
4. OPINION OF THE DIRECTORS
The directors of AMB Holdings are of the opinion that, after considering the
effect of the share repurchase:
- AMB Holdings and its subsidiaries will be able to settle liabilities that
become due for payment for a period of 12 months after the date of this
announcement;
- the assets of AMB Holdings and its subsidiaries will exceed its
liabilities, as measured in accordance with the accounting polices used in
AMB Holdings' latest audited financial statements, for a period of 12 months
from the date of this announcement;
- the working capital of AMB Holdings and its subsidiaries will be adequate
for a period of 12 months from the date of this announcement; and
- the share capital and reserves of AMB Holdings and its subsidiaries will
be adequate for a period of 12 months from the date of this announcement.
5. PRO FORMA FINANCIAL EFFECTS
5.1 Assumptions
It should be noted that 1 127 802 of the shares repurchased, being that
portion of the shares repurchased during the financial year ended 30
September 2001, were included in the determination of the audited financial
results of AMB Holdings for the year ended 30 September 2001. For purposes
of the calculation of these pro forma financial effects, only the 2 630 882
shares repurchased since 1 October 2001 have been taken into account.
The table below sets out the pro forma financial effects of the share
repurchase on the headline earnings per share ("EPS"), fully diluted
headline earnings per share ("FDEPS") and net asset value per share ("NAV")
of AMB Holdings based on the financial results for the year ended 30
September 2001, being the most recent reported results of AMB Holdings. The
pro forma EPS, FDEPS and NAV have been calculated applying the same
accounting policies applied in AMB Holdings' latest audited annual financial
statements and on the basis of the following assumptions:
- for purposes of the EPS and FDEPS calculations, it has been assumed that
the 2 630 882 shares were repurchased on 1 October 2000;
- for purposes of the NAV calculation, it has been assumed that the 2 630
882 shares were repurchased on 30 September 2001;
- the funds utilised to repurchase the shares were sourced from cash
resources on which interest at an after tax rate of 6,5% per annum would
have been received; and
- a company tax rate of 30% was applied.
5.2 Pro forma financial effects
Percentage
Before After increase
(cents)(1) (cents)(2) (%)
EPS 140,6 142,7 1,5
FDEPS 140,4 142,6 1,6
NAV 1 072 1 081 0,8
Notes:
1. The "Before" column reflects the EPS, FDEPS and NAV as per AMB Holdings'
financial results for the year ended 30 September 2001.
2. The "After" column reflects the pro forma EPS, FDEPS and NAV following
the implementation of the share repurchase.
6. STOCK EXCHANGE LISTING
Application will be made to the JSE for termination of the listing of the 3
758 684 shares repurchased.
15 February 2002
Merchant bank and sponsor
African Merchant Bank Limited
Registered Bank
Registration number 1996/016470/06
