| Tue 23 Apr 2002, 0:00 | | Brandcorp Holdings Limited - Specific Share Repur |
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Brandcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1992/006647/06)
("Brandcorp")
Share code: BRC
ISIN: ZAE 000013611
SPECIFIC SHARE REPURCHASE
Introduction
Further to the cautionary announcement published on 22 March 2002,
Corpcapital Corporate Finance is authorised to announce that Brandcorp and
Chester Investment Holdings Limited ("Chester") have reached agreement,
subject to conditions referred to below, in terms of which Brandcorp will
repurchase Chester's entire holding of 58 445 094 shares in Brandcorp,
constituting 43,7% of Brandcorp's issued shares, at a price of R1,30 per
share ("the repurchase"). As Chester is a related party to Brandcorp and
the price of R1.30 per share is at a 33,7% premium to the weighted average
of the market value of Brandcorp's shares in the five days immediately
preceding the date on which the repurchase agreement was concluded, a fair
and reasonable opinion from an independent professional expert will be
included in the circular to shareholders.
Terms of the repurchase
The repurchase is subject to the following conditions:
* approval of shareholders of Brandcorp and Chester; and
* approval of the JSE Securities Exchange South Africa ("JSE"), which has
granted Brandcorp a dispensation allowing it, in this instance, to
repurchase more than 40% of its issued shares.
The total consideration due by Brandcorp to Chester pursuant to the
repurchase will be R75 978 622 which Brandcorp will fund out of cash which
is surplus to its immediate requirements, having regard to existing
facilities of its trading subsidiaries.
Up to 10% of the issued share capital of Brandcorp, being 13 363 905 shares,
will be acquired by a subsidiary of Brandcorp and held as treasury shares,
and the balance will be cancelled.
Pro forma financial effects of the repurchase
Based on Brandcorp's unaudited interim financial results for the six months
ended 31 December 2001, the effect on earnings, headline earnings, net asset
value and net tangible asset value per share ("financial ratios") is as
follows:
Historical Pro forma Change
based on based on (%)
interims interims
before the after the
repurchase repurchase
(cents) (cents)
Earnings per share (eps) 11,7 15,8 35,0
Headline earnings per share 11,7 15,8 35,0
(heps)
Net asset value per share (nav) 148,4 157,7 6,3
Net tangible asset value per 148,4 157,7 6,3
share (ntav)
Number of shares in issue (in 133,639 75,194
millions)
The financial effects are based on the assumption that:
* the repurchase had been implemented on 1 July 2001;
* the tax rate was 30%; and
* the necessary interest adjustments had been made.
Note: The financial effects after the repurchase are based on 75,194 million
shares for the nav and ntav calculations and on a weighted average number of
76,157 million shares for the eps and heps calculations.
The table above has been prepared for the purposes of illustrating how the
repurchase of shares would have affected the financial ratios for the
financial period indicated and are pro forma only.
Salient dates relating to the implementation of the repurchase
2002
Last day to lodge proxy forms for general meeting Tuesday, 4 June
by 10:00
Shareholders' general meeting to be held at 10:00 Thursday, 6 June
Payment to Chester Thursday, 6 June
Press announcement notifying shareholders of Friday, 7 June
results of general meeting
Cancellation and de-listing of shares on the JSE Monday, 10 June
Note: The dates and times indicated above are subject to amendment. Any
amendment will be published on the Stock Exchange News Service and in the
press.
General meeting
Full details of the repurchase will be set out in a circular to shareholders
of Brandcorp. The circular will include a notice of general meeting and a
proxy form for shareholders, and will be posted within 28 days of this
announcement.
Johannesburg
23 April 2002
Corporate advisor and Reporting accountants to
sponsor to Brandcorp Brandcorp
Corpcapital Corporate Grant Thornton Kessel
Finance Feinstein
