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UCS Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/002253/06)
Share code: UCS
ISIN: ZAE000016150
("UCS" or "the Company")
REPURCHASE OF ORDINARY SHARES IN TERMS OF A GENERAL AUTHORITY
1. INTRODUCTION
The directors of UCS are authorised to announce the repurchase of a further
3.52% of the UCS ordinary shares on the JSE Securities Exchange South Africa
("JSE") ("the repurchase"). This repurchase was in accordance with the general
authority granted to the directors at the annual general meeting of shareholders
held on 24 January 2001 and renewed at the annual general meeting held on 18
January 2002.
2. THE REPURCHASE
The details of the repurchase are as follows:
Dates of the repurchase: 16 July 2002 to
8 January 2003
Highest price paid during the 68 cents per share
repurchase period:
Lowest price paid during the 55 cents per share
repurchase period:
Number of ordinary shares 9 601 280
repurchased:
Value of ordinary shares R 5 967 727
repurchased:
Extent of authority outstanding: 27 644 319
ordinary shares
representing
10.14% of the
original issued
share capital
3. OPINIONS
Repurchases to date have been funded from available cash resources and future
repurchases will be funded from available cash.
The directors of UCS have considered the impact of the repurchase and are of the
unanimous opinion that for a period of twelve months from the date of this
announcement:
the company and the Group will be able, in the ordinary course of business, to
pay their debts as they become due;
the assets of the company and the Group will be in excess of the liabilities of
the company and the Group, the assets and liabilities being recognised and
measured in accordance with the accounting policies used in the latest audited
annual Group financial statements;
the working capital resources of the company and the Group will be adequate for
their current and foreseeable future business requirements; and
the issued share capital and/or reserves are adequate for the purposes of the
business of the company and the Group for the foreseeable future without taking
into account any further acquisitions.
4. FINANCIAL EFFECTS
The table below sets out the pro forma financial effects of the repurchase on
UCS`s earnings, headline earnings, net asset value and tangible net asset value
per share for the year ended 30 September 2002
A B C D
Before Adjuste After % change
(2) d (4) (5)
(3)
Earnings per share 7.21 7.18 7.30 1.67
(cents)
Headline earnings
per share (cents) 10.91 10.87 11.14 2.48
Net asset value per 74.41 74.20 74.69 0.66
share (cents)
Tangible net asset
value per share 54.71 54.98 54.68 -0.55
(cents)
Weighted average
number of ordinary 251 478 252 511 242 910
shares in issue
(000`s)
Actual number of
ordinary shares in 240 093 245 961 236 360
issue (000`s)
Notes:
The accounting policies employed by the Group for the year ended
30 September 2002 have been applied in calculating the financial effects.
Column A sets out the company`s financial information in respect of the year
ended 30 September 2002 as published.
Column B sets out the company`s financial information in respect of the year
ended 30 September 2002 as published, adjusted to take into account 5 868 000 of
the repurchased ordinary shares which were repurchased before the company`s year
end on 30 September 2002 and which are included in Column A.
Column C sets out the pro forma financial effects of the repurchase on the
adjusted information provided in Column B.
Column D sets out the percentage change in the figures displayed in Columns B
and C.
The pro forma financial effects have been calculated based on the following
assumptions:
The repurchase was financed from the Group`s available cash resources and
interest forfeited on the cash utilised has been calculated at an interest rate
of 9.18% which equates to the weighted average interest rate earned on cash
deposits during the 2002 financial year;
The effect on pro forma net asset value and net tangible asset value per share
assumes that the repurchase was effected on 30 September 2002 and is based on
the actual number of ordinary shares in issue excluding the treasury shares;
The calculation of the pro forma earnings and headline earnings per share
assumes that the repurchase was effected on 1 October 2001 and is based on the
weighted average number of ordinary shares in issue excluding the treasury
shares.
5. LISTING ON THE JSE
Applications have been made to the JSE to delist an aggregate 8,932,770 of the
9,601,280 ordinary shares bought back. Upon delisting these ordinary shares have
been or will be cancelled. As the remaining 668,510 ordinary shares were bought
back by a subsidiary of UCS and not by the company itself, no application has
been made to the JSE for the termination of the listing of these ordinary
shares.
Johannesburg
13 January 2003
SPONSOR
Barnard Jacobs Mellet Corporate Finance(Pty) Limited
Date: 13/01/2003 02:14:36 PM Produced by the JSE SENS Department
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