| Thu 27 Feb 2003, 14:53 | | UCS Group Limited - Proposed Specific Repurchase |
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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")
PROPOSED SPECIFIC REPURCHASE
Introduction
Effective 1 February 2003, the Trustees of the UCS Group Limited Staff Share
Trust ("Share Incentive Scheme") cancelled the sale of ordinary shares between
the trust and its beneficiaries. The result of this transaction is that the
Share Incentive Scheme now holds ordinary shares, which it will not be utilising
in the near future. Therefore, UCS intends, by way of a specific repurchase, to
repurchase up to a maximum of 27 270 000 ordinary shares (i.e. 11,5% of the
current issued ordinary share capital of the company), being all the ordinary
shares issued to the Share Incentive Scheme, and to cancel those ordinary
shares, in terms of sections 85 to 89 of the Companies Act and the Listings
Requirements of the JSE Securities Exchange South Africa ("JSE").
2. Rationale for the specific repurchase
As a result of the cancellation of the sale of ordinary shares between the Share
Incentive Scheme and the beneficiaries/employees, the ordinary shares are now
held by the Share Incentive Scheme and are not being utilised for the purpose of
incentivising employees. UCS proposes to repurchase and cancel the ordinary
shares not being utilised
The price at which the ordinary shares are to be repurchased from the Share
Incentive Scheme is based on the weighted average of the market value of the
shares on the JSE over the five business days ended 31 January 2003 (i.e. 60
cents), which is the date that the directors approved the specific repurchase.
3. Terms of the specific repurchase
UCS proposes to repurchase a maximum of 27 270 000 ordinary shares from the
Share Incentive Scheme at 60 cents per share. The specific repurchase will be
funded from the company`s available cash resources. Once repurchased, the
shares will be cancelled and application made to the JSE for the delisting
thereof.
4. Conditions precedent
The 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.
5. Pro forma financial effects of the specific repurchase
Based on the audited financial results of the company for the year ended 30
September 2002, the effect of the specific repurchase on the earnings, headline
earnings, net asset value and tangible net asset value per share would have been
as follows:
Before After %
Change
Earnings per share (cents 7,1 6,8 (4,2)
per share)
Headline earnings per share 10,9 11,3 3,7
(cents per share)
Net asset value per share 74,4 75,9 2,0
(cents per share)
Tangible net asset value 54,7 53,6 (2,0)
per share (cents per share)
Actual number of shares in 240 093 212
issue (000`s) 823
Weighted average number of 251 478 224
shares in issue (000`s)* 208
*Excludes treasury shares.
The pro forma financial effects in the "After" column are based on the following
assumptions:
- the specific repurchase was financed from the Group`s loan account with the
Share Incentive Scheme as well as the take-on, by the Group, of the loan account
between the Share Incentive Scheme and an outside financier;
- the effect on net asset value and tangible net asset value per share assumes
that the specific repurchase had been implemented on 30 September 2002 and is
based on the actual number of shares in issue;
- the calculation of the earnings and headline earnings per share assumes that
the specific repurchase was effected on 1 October 2001 and is based on the
weighted average number of shares in issue and that:
- the tax rate was 30%;
- the write-off of the non recoverable portion of the loan between the Group
and the Share Incentive Scheme amounted to R0.838 million before taxation;
the interest expense assumed by the Group in respect of the loan with the
outside financier was calculated at 16.67% per annum
6. Documentation
A circular to UCS shareholders, setting out details of the specific repurchase
and including a notice of a general meeting to be held on or about 26 March 2003
will, subject to the approval of the JSE, be posted to shareholders on or about
4 March 2003.
Johannesburg
27 February 2003
INDEPENDENT LEGAL ADVISERS REPORTING
ADVISER AND Edward Nathan & ACCOUNTANTS
SPONSOR Friedland Kaplan & Kaplan
Barnard Jacobs (Pty) Ltd
Mellet Corporate
Finance (Pty)
Limited
Date: 27/02/2003 02:43:21 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
