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CCN Holdings Limited
(formerly NetActive Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/006000/06)
Share code: CCN ISIN: ZAE000046819
("CCN" or "the Company")
REPURCHASE OF ORDINARY SHARES OF CCN IN TERMS OF A GENERAL AUTHORITY
1. INTRODUCTION
CCN has, in accordance with the general authority obtained at the annual
general meeting of shareholders held on 25 November 2002
("the general authority"), cumulatively repurchased 3,8% of its issued ordinary
share capital on the JSE Securities Exchange South Africa
("the JSE") ("the repurchase").
2. DETAILS OF THE REPURCHASE
The details of the repurchase between 11 February 2003 and 30 April 2003
(both dates inclusive) are as follows:
Number of ordinary shares repurchased 2 785 025
Highest price paid per ordinary share purchased 65 cents
Lowest price paid per ordinary share purchased 49 cents
Total value of ordinary shares repurchased R1 768 609
Number of ordinary shares which may still be
repurchased by the Company in terms of the
general authority 11 724 416
Percentage of ordinary shares which may still
be repurchased by the Company in terms of the
general authority 16,2%
3. SOURCE OF FUNDS
The repurchase was implemented using existing cash resources of the Company
and the value of the shares repurchased will be set off against share capital
and share premium respectively.
4. DIRECTORS" OPINION
The directors of CCN 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 fairly valued in accordance with South
African Statements of Generally Accepted Accounting Practice, will be in excess
of the liabilities of the Company and the Group;
* 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.
5. FINANCIAL EFFECTS OF THE REPURCHASE
The table below sets out, for illustrative purposes only, the pro forma
financial effects of the repurchase on CCN"s earnings, headline loss, net asset
value and net tangible asset value per share, based on the unaudited interim
results for the six months ended 31 October 2002:
Pro forma %
Before After change
Earnings per share (cents) 28.6 29,6 3,5
Headline loss per share (cents) (3.2) (3,4) (8,0)
Net asset value per share (cents) 108 109,7 1,6
Net tangible asset value
per share (cents) 108 109,7 1,6
Weighted and closing number of
shares in issue ("000) 72 547 69 762 (3,8)
The pro forma financial effects have been calculated based on the following
assumptions:
* the information in the "Before" column was extracted from the unaudited
interim results of CCN for the 6 months ended 31 October 2002;
* the consideration payable for the repurchase (R1,8 million) was financed from
the Group"s available cash resources at 31 October 2002;
* the calculation of pro forma earnings per share and headline loss per share in
the "After" column, assumes that the repurchase was effected on 1 May 2002 and
that the interest forfeited on the cash resources utilised for the repurchase
was calculated at a pre and after tax rate of 10% per annum (on the basis that
the company incurred an operating loss during the period);
* the effect on net tangible asset value and net asset value assumes that the
repurchase was implemented on 31 October 2002; and
* the 2.79 million shares repurchased are held as treasury stock by a wholly
owned subsidiary of CCN and are accordingly excluded from the "After"
calculation.
6. LISTING ON THE JSE
The shares that have been repurchased will not be cancelled and will be held
by a wholly owned subsidiary of CCN as treasury stock and accordingly no
application will be made to the JSE for the termination of the listing thereof.
Woodmead
2 May 2003
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
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