| Thu 4 Apr 2002, 0:00 | | Comparex - Repurchase Of Ordinary Shares |
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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 13 February 2002 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 80 214 642 Comparex ordinary shares have been
acquired on the JSE for a total consideration of R821 992 973 ("repurchases
to date").
Of the repurchases to date, a wholly-owned subsidiary of Comparex has
acquired 61 416 311 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, 31 908
116 Comparex ordinary shares, representing 10% of the issued share capital,
are currently held by a wholly-owned subsidiary of Comparex.
Comparex has directly acquired 18 798 331 Comparex ordinary shares to
date.
The price paid per ordinary share varied between a high of R11,00 and a
low of R8,76.
Of the shares repurchased since the previous announcement, being 26 843
590 shares, 20 116 972 shares were acquired by a wholly-owned subsidiary of
Comparex and the balance of 6 726 618 shares were acquired directly by
Comparex and will be cancelled.
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 4 April 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 96,3 8,1
Headline earnings per share 91,0 98,3 8,0
Net asset value per share 1 089,0 1 106,5 1,6
Fully diluted earnings per share 87,5 94,2 7,7
Fully diluted headline earnings
per share 89,3 96,2 7,7
Fully diluted net asset value
per share 1 050,6 1 062,7 1,2
Fully diluted net tangible asset value
per share 945,3 944,8 (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
35 027 642 shares (for a total consideration of R332,5 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. Of the 18 798 331 Comparex ordinary shares acquired
directly by Comparex, 12 071 713 ordinary shares have been cancelled and the
number of ordinary shares of Comparex listed on the JSE has been reduced by
this amount. The remaining 6 726 618 Comparex ordinary shares acquired
directly 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
4 April 2002
Financial adviser
Ing Investment Banking
Sponsor
Rand Merchant Bank
A Division of FirstRand Bank Limited
Corporate Finance
