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CAPITEC BANK HOLDINGS LIMITED - SPECIFIC REPURCHASE OF SHARES
CAPITEC BANK HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1999/025903/06
(Share code: CPI ISIN: ZAE000035861)
("Capitec" or "the company")
SPECIFIC REPURCHASE OF SHARES
Capitec established a share incentive scheme in May 2000 and formed the Capitec
Bank Holdings Share Trust ("share trust") to operate the scheme for the purpose
of providing an appropriate incentive to and secure the retention of services of
executive directors and key staff members of Capitec.
The terms of the Listings Requirements as recently interpreted by the Listings
Division of the JSE Securities Exchange South Africa demand that the share trust
dispose of any shares for which binding unconditional agreements do not exist
between participants and the trustees for participants to acquire these shares
from the share trust. Such disposal must be effected before 31 December 2002.
The trustees of the share trust hold 3 465 352 shares in respect of which they
have allocated options to participants which options may, by their nature, at
the appropriate time in future, be exercised or not. This is not compliant with
the above interpretation of the Listings Requirements. Accordingly, the
trustees are obliged to dispose of the shares concerned to ensure compliance
with the Listings Requirements.
The directors of Capitec have therefore resolved that the company undertake a
specific repurchase and delisting of the shares held by the share trust. The
intended effective date is 17 December 2002. The specific repurchase :
is proposed at a consideration equal to the current holding cost of 471,5 cent
per share;
will not have any cash flow implications or entail the payment of any amount as
the holding cost incurred by the trustees is fully funded by the company;
is authorised in principle by the company`s articles of association; and
is subject to authorisation given in terms of a special resolution by
shareholders of the company. The controlling shareholders of the company, their
associates, parties acting in concert and non-public shareholders in terms of
the Listings Requirements, including the trustees of the share trust, will not
be entitled to vote on the resolution and will not form part of the quorum of
the special general meeting of shareholders convened to consider the requisite
special resolution.
The directors of Capitec will instruct the trustees to obtain ordinary shares as
and when options to subscribe for shares in the company are exercised by
participants to fulfil their obligations under the share scheme to these
participants.
Effect of the specific repurchase
The following table illustrates the effects of the specific repurchase on
Capitec based on the interim results for the six months ended 31 August 2002 on
the assumption that the specific repurchase had been undertaken at the beginning
of that period.
Before After Change Change
(cents) (cents) (cents) %
Net asset value per share 570 575 5 +1
at 31/08/02
Tangible net asset value
per share at 31/08/02 446 445 (1) -0,2
Earnings per share for the
six months ended 31/08/02 11,5 12,1 0,6 +5,2
Special general meeting
A circular regarding the specific repurchase incorporating a notice of general
meeting convened to be held on Friday 13 December 2002 will be dispatched to
registered shareholders of Capitec on or about 13 November 2002.
Cape Town
12 November 2002
Joint sponsor Attorneys Transfer secretaries
PSG CAPITAL LIMITED JAN S DE VILLIERS COMPUTERSHARE INVESTOR
(Registration no. SERVICES LIMITED
2002/017362/06) (Registration no.
1958/003546/06)
Joint sponsor Auditors and reporting accountants
PRICEWATERHOUSECOOPERS PRICEWATERHOUSECOOPERS INC
CORPORATE FINANCE CHARTERED ACCOUNTANTS SA
(PTY) LIMITED Registered Accountants and Auditors
(Registration no. (Registration no. 1998/012055/21)
1970/003711/07)
Date: 12/11/2002 05:15:00 PM Produced by the JSE SENS Department
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