| Wed 15 May 2002, 0:00 | | BoE Limited - Repurchase of ordinary shares |
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BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
Share code: BOE ISIN: ZAE000014890
("BoE")
REPURCHASE OF ORDINARY SHARES
1. INTRODUCTION
Shareholders are advised that on Tuesday, 14 May 2002, BoE made final
settlement in respect of derivative forward purchase contracts. BoE has used
both direct repurchases on the market and also purchases by way of
derivative forward contracts to conduct its share repurchase programme. The
repurchases are part of BoE`s capital management programme, implemented to
ensure that surplus capital is efficiently deployed. The JSE Securities
Exchange, South Africa ("the JSE") requires a company to report when it has
repurchased 3% of its issued share capital, both at the time of entering
into the forward contracts, which was done on 12 December 2001, and when the
physical payment thereof is made. Most forward contracts were entered into
in November and December 2001, but only became due for payment recently.
Accordingly, BoE announces that it has repurchased an aggregate of 87 721
454 ordinary shares (3.71% of the issued ordinary share capital at the time
the authority was granted) for a total consideration (excluding dealing
costs) of R326 million, at an average price of 372 cents per ordinary share
("the BoE general repurchase"). Of this total amount, 65 698 517 shares were
repurchased as a result of the exercise of forward derivative contracts
entered into between 30 November 2001 and 14 December 2001, on 22 February
2002 and on 1 March 2002. The balance of 22 022 937 shares were repurchased
in the open market between 17 January 2002 and 8 March 2002.
2. AUTHORISED REPURCHASE LIMITS
In terms of a special resolution passed by the members of BoE at the annual
general meeting held on Thursday, 14 February 2002, and in terms of the JSE
Listing Requirements, BoE is authorised to repurchase ordinary shares on the
JSE if:
(a) the repurchase is limited to a maximum of 20% of the issued ordinary
share capital of BoE at the time the authority was granted; and
(b) the repurchase may not be made at a price more than 10% above the
weighted average of the market value of the ordinary shares traded on the
JSE for the five business days immediately preceding the date of each
repurchase.
The share repurchases referred to in this announcement have been made within
these limits.
3. IMPLEMENTATION
The majority of the repurchases were executed prior to the bank experiencing
liquidity pressures which arose after Saambou was placed into curatorship on
9 February 2002. Details of the timing of the purchases made are as follows:
Details of purchases
Number of Total number
Month shares of shares
Derivative forward purchases November 2001 18 495 200
December 2001 40 959 558
February 2002 4 048 407
March 2002 2 195 352 65 698 517
Direct repurchases on the market January 2002 18 491 375
February 2002 562 000
March 2002 2 969 562 22 022 937
87 721 454
The highest price paid was 400 cents per ordinary share and the lowest price
paid was 295 cents per ordinary share.
Reconciliation of number of shares
Direct
repurchases
Actual shares on the open
in issue market
Balances on 16 January 2002 2 297 495 117 (72 681 747)
Issue on exercise of share incentives
in February 2002 16 290 -
Cancellation of repurchased shares on
21 February 2002 (72 681 747) 72 681 747
Repurchases between 17 January and
8 March 2002 - (22 022 937)
Balances on 14 May 2002 2 224 829 660 (22 022 937)
Net reduction in shares since
16 January 2002
Derivative
forward
purchases still Net shares
to be settled in issue
Balances on 16 January 2002 (59 454 758) 2 165 358 612
Issue on exercise of share incentives
in February 2002 - 16 290
Cancellation of repurchased shares on
21 February 2002 - -
Repurchases between 17 January and
8 March 2002 (6 243 759) (28 266 696)
Balances on 14 May 2002 (65 698 517) 2 137 108 206
Net reduction in shares since
16 January 2002 (28 250 406)
BoE is still entitled to repurchase a further 371 777 569 ordinary shares on
the JSE (representing 16.2% of the issued ordinary share capital at the time
the authority was granted), in terms of its authorised repurchase limit,
which remains in force until the next annual general meeting of BoE, at
which time an additional limit may be approved.
4. SOURCE OF FUNDS
The BoE general repurchase has been funded from existing facilities and cash
resources.
5. OPINION OF DIRECTORS
Having considered the impact of the BoE general repurchase, the directors of
BoE remain of the opinion that, for a period of 12 months from the date of
this announcement:
- BoE and its subsidiaries will be able to pay their debts, as they become
due in the ordinary course of business; and
- the consolidated assets of BoE and its subsidiaries will be in excess of
their consolidated liabilities, measured in accordance with the accounting
policies used in the audited annual financial statements for the financial
year ended 30 September 2001.
6. FINANCIAL EFFECTS
The financial effects of the BoE general repurchase on the headline earnings
per ordinary share and net asset value per ordinary share are as set out
below.
Before After
Change
Year ended 30 September 2001 Note (cents) (cents) (cents) %
Headline earnings per share 1 52.1 53.1 1.0 1.9
Earnings per share 1 12.4 11.9 (0.5) (4.0)
Net asset value per share 2 287 282 (5) (1.7)
Net tangible asset value per share 2 243 236 (7) (2.9)
Notes:
(1) The headline earnings per share and earnings per share are based on the
headline earnings per share and earnings per share for the year ended 30
September 2001, assuming that the BoE general repurchase was carried out on
1 October 2000 and was financed at an after-tax cost of funds of 7% per
annum.
(2) The net asset value per share and net tangible asset value per share are
based on the net asset value per share and net tangible asset value per
share for BoE on 30 September 2001 with investments at market value and net
of goodwill, assuming that the BoE general repurchase was carried out on 1
October 2000.
7. CANCELLATION OF BoE ORDINARY SHARES
The 87 721 454 ordinary shares repurchased in terms of the BoE general
repurchase are to be cancelled with effect from Friday, 31 May 2002. Note
that in terms of the Nedcor Limited ("Nedcor") offer to BoE shareholders
dated 22 April 2002 and 13 May 2002, these shares were taken into account by
Nedcor in arriving at the offer price.
8. DELISTING OF REPURCHASED ORDINARY SHARES
Application is to be made to the JSE to reduce the number of ordinary shares
of BoE listed on the JSE by 87 721 454 ordinary shares, with effect from
Friday, 31 May 2002.
Cape Town
14 May 2002
Corporate adviser
BoE Merchant Bank
A Division of BoE Bank Limited
Co. Reg. No. 1951/000847/06
Lead sponsor
UBS Warburg
UBS Warburg Securities (South Africa) (Pty) Ltd
A financial services group of UBS AG
(Member of the JSE Securities Exchange South Africa)
(Registration number 1995/011140/07)
Sponsor
BoE Securities
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Reg. No. 1995/012240/07
Date: 15/05/2002 07:01:00 AM Produced by the SENS Department
