| Fri 13 Dec 2002, 17:19 | | Mettle Limited - Proposed Specific Repurchase Of S |
|
Mettle Limited - Proposed Specific Repurchase Of Shares From The Mettle Share
Trust And Corpcapital Bank Limited
Mettle Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/010795/06)
(Formerly Greenwich Group Limited)
JSE Share code: MEL ISIN: ZAE000028569
("Mettle" or "the company")
PROPOSED SPECIFIC REPURCHASE OF SHARES FROM THE METTLE SHARE TRUST AND
CORPCAPITAL BANK LIMITED
1. Introduction
Shareholders are advised that Mettle has entered into an agreement with The Old
Mettle Share Incentive Trust ("Old Mettle Trust") in terms of which Mettle
agrees to purchase 15 000 000 Mettle shares at a price of 52 cents per share
from the Old Mettle Trust. Mettle has also entered into an agreement with
Corpcapital Bank Limited ("Corpcapital Bank") in terms of which Mettle agrees to
purchase 29 017 151 Mettle shares at a price of 55 cents per share from
Corpcapital Bank.
2. Conditions precedent
Each specific repurchase is subject to the approval of shareholders in general
meeting and the registration by the Registrar of Companies of the requisite
special resolution.
The general meeting will be held on Wednesday, 15 January 2003. The shares will
be repurchased on Friday, 17 January 2003 and the shares cancelled and delisted
on Monday, 20 January 2003.
3. Pro forma financial effects of the specific repurchases
The table below sets out the unaudited pro forma financial effects on Mettle of
the specific share repurchases, based on the published unaudited interim
financial results of Mettle for the 6 months ended 30 September 2002. The
unaudited pro forma financial effects have been prepared for illustrative
purposes only to provide information about how the specific share repurchases
might have affected the earnings and net asset value per share of Mettle, had
the specific share repurchase been effective on 1 April 2002 for the 6 months
ended 30 September 2002. The financial effects is for illustrative purposes
only and therefore may not give a true reflection of Mettle`s financial position
or the effect of future income.
3.1 Financial Effects of repurchase from Old Mettle Trust
Before After Change
(cents)1 (cents) %
Earnings per share 6,35 6,472 1,89
Headline earnings per 7,08 7,222 1,98
share
Net asset value per 62,32 62,623 0,48
share4
Notes:
1. Extracted from the published unaudited results of
Mettle for the 6 months ended 30 September 2002.
2. Adjusted to reflect the interest effect of the cash
resources utilised to finance the Old Mettle Trust specific
repurchase, as calculated using the average overnight call
deposit rate for the six months ended 30 September 2002 of
10.96% and a tax rate of 30%.
3. The net asset value per share was calculated using 526
572 960 shares (579 085 900 less 52 512 940 treasury
shares). The headline earnings and earnings per share was
calculated using a weighted average of 553 802 960 shares.
4. There is no goodwill on the balance sheet, therefore
the net tangible asset value per share is equal to the net
asset value per share.
3.2 Financial Effect of repurchase from Corpcapital Bank
Before After Change
(cents)1 (cents) %
Earnings per share 6,35 6,582 3,62
Headline earnings per 7,08 7,352 3,81
share
Net asset value per 62,32 62,743 0,67
share4
Notes:
1. Extracted from the published unaudited results of
Mettle for the 6 months ended 30 September 2002
2. Adjusted to reflect the interest effect of the cash
resources utilised to finance the Corpcapital Bank
repurchase, as calculated using the average overnight
call deposit rate for the six months ended 30 September
2002 of 10.96% and a tax rate of 30%.
3. The net asset value per share was calculated using
512 555 810 shares (565 068 750 less 52 512 940 treasury
shares). The headline earnings and earnings per share was
calculated using a weighted average of 539 785 810 shares.
4. There is no goodwill on the balance sheet, therefore
the net tangible asset value per share is equal to the net
asset value per share.
3.3 Financial Effects of repurchases from Old Mettle Trust and Corpcapital
Bank
Before After Change
(cents)1 (cents) %
Earnings per share 6,35 6,712 5,67
Headline earnings per 7,08 7,502 5,93
share
Net asset value per 62,32 63,063 1,19
share4
Notes:
1 Extracted from the published unaudited results of
Mettle for the 6 months ended 30 September 2002
2. Adjusted to reflect the interest effect of the cash
resources utilised to finance the share repurchase, as
calculated using the average overnight call deposit rate
for the six months ended 30 September 2002 of 10.96% and a
tax rate of 30%.
3 The net asset value per share was calculated using 497
555 810 shares (550 067 750 532 131 514 less 52 512 940
treasury shares). The headline earnings and earnings per
share was calculated using a weighted average of 524 785
810 shares.
4. There is no goodwill on the balance sheet, therefore
the net tangible asset value per share is equal to the net
asset value per share.
4. Documentation
A circular to Mettle shareholders, setting out details of the specific
repurchases and including a notice of a general meeting will be posted to
shareholders on 17 December 2002.
Illovo
17 December 2002
Corporate Advisor Sponsor
-Mettle Corporate Finance Division- -Exchange Sponsors-
Reporting Accountants Attorneys
- PricewaterhouseCoopers Inc- -Prinsloo, Tindle & Andropoulos
Inc-
Date: 13/12/2002 04:00:00 PM Produced by the JSE SENS Department
