| Fri 19 Apr 2002, 0:00 | | Comparex: Repurchase Of Ordinary Shares In Compare |
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COMPAREX
(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
JSE Share code: CPX
ISIN Code : ZAE000016812
("Comparex")
REPURCHASE OF ORDINARY SHARES IN COMPAREX
1. Introduction
Further to the announcement dated 4 April 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 93 848 045 Comparex ordinary shares have
been acquired on the JSE for a total consideration of R950 532 232
("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 at the date of acquisition, are currently held by
a wholly-owned subsidiary of Comparex.
Comparex has directly acquired 32 431 734 Comparex ordinary shares to
date, including all the shares repurchased since the previous
announcement, being 13 633 403 shares.
The price paid per ordinary share varied between a high of R11,00 and a
low of R8,76.
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 19 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 99,5 11,7
Headline earnings per share 91,0 101,7 11,8
Net asset value per share 1 089,0 1 114,9 2,4
Fully diluted earnings per share 87,5 97,2 11,1
Fully diluted headline earnings
per share 89,3 99,3 11,2
Fully diluted net asset value
per share 1 050,6 1 068,6 1,7
Fully diluted net tangible asset
value per share 945,3 944,9 -
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 48 661 045 shares (for a total
consideration of R461 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 32 431 734 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 20 360 021 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
19 April 2002
Financial adviser
ING Investment Bank
Sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
