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DIGICORE HOLDINGS LIMITED -
LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1998/012601/06
Share code: DGC ISIN: ZAE000016945
Repurchase of ordinary shares in DigiCore Holdings Limited ("Digicore")
1. Introduction
In terms of general authority granted to DigiCore to repurchase its ordinary
shares, in terms of a special resolution passed by DigiCore shareholders on 5
December 2002 ("the general authority"), a maximum of 47 851 222 ordinary shares
(being 20% of the issued share capital) could be acquired.
2. Implementation
As at the close of business on 12 May 2003, DigiCore had acquired, in the open
market, a total of 8 538 183 ordinary shares, equivalent to 3.57% of the issued
share capital then in issue, for a total consideration of R2 307 334. The
repurchases were carried out over the period April 2001 to May 2003. The highest
price paid was R0.34 per share and the lowest price paid was R0.22 per share, an
average price of R0.27. The extent of the authority outstanding is 39 313 039
ordinary shares equivalent to 16.43% of the total issued share capital.
3. Source of funds
Repurchases to date have been funded from available cash resources and it is
intended that all future purchases will also be funded from available cash
resources.
4. Opinion of the directors
The directors of DigiCore have considered the impact of the share repurchase and
are of the opinion that:
4.1 DigiCore and the Digicore group will be able, in the ordinary course
of business, to pay its debts for a period of 12 months from the date of this
announcement.
4.2 The assets of DigiCore and the Digicore group are in excess of the
liabilities, measured in accordance with the accounting policies used in the
audited financial statements for the year ended 30 June 2002.
4.3 The ordinary share capital and consolidated reserves of DigiCore and the
Digicore group will be adequate for a period of 12 months from the date of this
announcement.
4.4 The working capital of DigiCore and the Digicore group will be adequate for
a period of 12 months from the date of this announcement.
5. Effect on Earnings and Net Asset Value
Before After Change
(cents) (cents) %
Earnings per share 3.81 3.95 3.81
Headline earnings per share 4.07 4.22 3.69
Net asset value 47.77 48.54 1.61
Net tangible asset value per share 38.54 38.97 1.12
6. Assumptions
The pro forma financial effects ("after") are calculated on DigiCore unaudited
results for the six months ended 31 December 2002, assuming:
* The accounting policies employed by DigiCore for the six months ended 31
December 2002 have been applied in making these calculations.
For the purposes of calculating the earnings and headline earnings related
figures, it was assumed that all the repurchases were carried out on or before 1
July 2002.
* All the calculations have been based on a weighted average number of shares in
issue of 239 256 113.
For the purposes of calculating the net asset and net tangible asset value, it
was assumed that the repurchases were carried out on 31 December 2002, using the
number of shares in issue at that date of 230 717 930 (after the repurchase).
7. JSE Securities Exchange South Africa ("JSE") Listing
All the shares have been repurchased by a subsidiary of DigiCore and are being
held in such company as treasury stock. The shares acquired and/or the listing
thereof will therefore not be cancelled.
Pretoria
13 May 2003
Date: 14/05/2003 02:02:12 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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