| Wed 8 May 2002, 0:00 | | Nac - Repurchase Of Ordinary Shares |
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NEW AFRICA CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/031756/06)
Share code NAC ISIN ZAE000033361
("NAC" or "the Company")
REPURCHASE OF ORDINARY SHARES IN NAC
1. Repurchase
The directors of NAC are authorised to announce that the NAC group has
purchased a further 3% of the Company's ordinary shares. These shares were
acquired as follows:
* 7 199 587 of the Company's ordinary shares were acquired as treasury stock
on the open market during the period 7 January 2002 to 23 January 2002 by
the Company's wholly-owned subsidiary, Metropolitan Life Limited
("Metropolitan");
* NAC acquired 18 946 025 of the Company's ordinary shares on the open
market during the period 3 April 2002 to 6 May 2002.
Together these shares represent 3,59% of the total issued ordinary share
capital of the Company at the date of the listing of NAC, being the date on
which the general authority to repurchase shares ("the Authority Date")
became effective for the purposes of the Listing Requirements of the JSE
Securities Exchange South Africa ("JSE").
As announced on 7 January 2002, Metropolitan acquired 4,60% of the issued
share capital of NAC during the period 28 September 2001 to 4 January 2002.
In addition, the insurance subsidiaries in the NAC group cumulatively hold
4,38% of the total issued share capital of NAC on behalf of their
policyholders, in terms of Section 32(2) of the Long-Term Insurance Act,
1998.
In aggregate, the NAC group has now acquired 12,57% of the Company's
ordinary shares.
2. Details of the cumulative share repurchases
2.1 Details of the cumulative share repurchases - treasury stock
The details of the cumulative share repurchases between 7 January 2002 and
23 January
2002 are set out below:
* Number of ordinary shares repurchased 7 199 587
* Repurchase as a percentage of total
trade in NAC shares 35,07%
* Percentage of the Company's issued
ordinary shares at the Authority Date 0,99%
* Total value of ordinary shares
repurchased R62 516 622
* Highest price paid per ordinary
share repurchased 900,07 cents
* Lowest price paid per ordinary share
repurchased 790,00 cents
2.2 Details of the share repurchases - shares to be cancelled
The details of the cumulative share repurchases between 3 April 2002 and 6
May 2002 are
set out below:
* Number of ordinary shares repurchased 18 946 025
* Repurchase as a percentage of
total trade in NAC shares 44,39%
* Percentage of the Company's
issued ordinary shares
at the Authority Date 2,60%
* Total value of ordinary shares
repurchased R142 412 050
* Highest price paid per ordinary
share repurchased 800,00 cents
* Lowest price paid per
ordinary share repurchased 600,00 cents
2.3 Details of the cumulative
share repurchases - general information
* Number of ordinary shares
which may still be repurchased by
the Company in terms
of the general authority 54 062 593
* Percentage of the Company's
issued ordinary shares which may still be
repurchased by the Company
in terms of the general authority 7,43%
* Number of ordinary shares
which may still be repurchased
by subsidiaries of NAC
(on behalf of either
shareholders or policyholders) 230 570
* Percentage of the Company's
issued ordinary shares which may still be
repurchased by subsidiaries
(on behalf of either
shareholders or policyholders) 0,03%
3. Source of funds
The share repurchases were implemented using funds generated in the ordinary
course of business.
4. Directors' opinion
The directors of NAC have considered the effects of the share repurchases
and are unanimously of the opinion that, for a period of 12 months after the
date of this announcement:
* the Company and its subsidiaries will be able to meet their debts in the
ordinary course of business;
* the assets of the Company and its subsidiaries, fairly valued in
accordance with Generally Accepted Accounting Practice, will remain in
excess of the liabilities of the Company and its subsidiaries;
* the issued capital and reserves of the Company and its subsidiaries are
adequate for the purposes of the business; and
* the working capital available to the Company and its subsidiaries is
sufficient for the Company
and its subsidiaries.
5. Pro forma financial effects of the repurchases
The table below sets out the pro forma financial effects of the cumulative
share repurchases since 31 December 2001 (totalling 31 912 513 shares
(4,38%)):
Before the After the Increase/
repurchases repurchases (decrease)
(cents) (cents) %
Earnings per share 53,32 54,80 2,8
Headline earnings
per share 52,49 53,94 2,7
Embedded value
per share 1 079 1 093 1,3
Adjusted net asset
value per share 733 730 (0,4)
Notes:
1. The pro forma financial effects on NAC have been calculated based on the
results for the year ended 31 December 2001, assuming that the purchases
after the year-end had been carried out on 1 January 2002.
The accounting policies employed by NAC for the year ended 31 December 2002
have been applied in making these calculations.
* the issued capital and reserves of the Company and its subsidiaries are
adequate for the purposes of the business; and
* the working capital available to the Company and its subsidiaries is
sufficient for the Company
and its subsidiaries.
5. Pro forma financial effects of the repurchases
The table below sets out the pro forma financial effects of the cumulative
share repurchases since 31 December 2001 (totalling 31 912 513 shares
(4,38%)):
Before the After the Increase/
repurchases repurchases (decrease)
(cents) (cents) %
Earnings per share 53,32 54,80 2,8
Headline earnings
per share 52,49 53,94 2,7
Embedded value
per share 1 079 1 093 1,3
Adjusted net asset
value per share 733 730 (0,4)
Notes:
1. The pro forma financial effects on NAC have been calculated based on the
results for the year ended 31 December 2001, assuming that the purchases
after the year-end had been carried out on 1 January 2002.
The accounting policies employed by NAC for the year ended 31 December 2002
have been applied in making these calculations.
2. The 31 912 513 shares acquired include 5 766 901 shares which were
purchased after the 2001 year-end, but before the date of the previous
announcement on 7 January 2002.
3. The pro forma adjustment assumes that the ordinary shares were
repurchased with funds realised from the sale of equities on which there
would have been a loss of investment income, calculated at an aftertax rate
of 2,7% per annum.
4. The shares held on behalf of policyholders are not eliminated on
consolidation, and thus have no effect on the group results.
6. Stock exchange listing
The shares acquired by Metropolitan, a wholly-owned subsidiary of NAC, will
be held on behalf of shareholders as treasury stock. Accordingly, the shares
will continue to be listed on the JSE and the Namibian Stock Exchange.
Application will be made to the JSE and the Namibian Stock Exchange for the
termination of the listing of the 18 946 025 shares repurchased, as soon as
possible.
7. Rationale
The repurchase of shares by NAC forms part of its capital management
programme to ensure that surplus capital is efficiently deployed.
NAC will continue to consider, and if appropriate, conduct further
repurchases in order to manage the level of capital in NAC.
Bellville
8 May 2002
Financial adviser
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Sponsor
AFRICAN MERCHANT BANK LIMITED
REGISTERED BANK
REGISTRATION NUMBER 1996/016470/06
Sponsoring broker
to NAC in Namibia
Lexus
Legal adviser
Deneys Reitz Attorneys
