| Thu 11 Sep 2003, 9:10 | | Imperial Holdings Limited - Repurchases Of Ordinar |
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Imperial Holdings Limited - Repurchases Of Ordinary Shares In Terms Of A General
Authority
Imperial Holdings Limited
Registration number: 1946/021048/06
ISIN Code: ZAE 000003620
JSE Code: IPL
("Imperial" or "the Company")
REPURCHASES OF ORDINARY SHARES IN TERMS OF A GENERAL AUTHORITY
1. Introduction
A general authority to Imperial"s directors approving the acquisition by
Imperial of its ordinary shares was granted in terms of a special resolution
passed by shareholders of the Company at Imperial"s annual general meeting held
on 4 November 2002. Imperial has cumulatively repurchased 3.2% of its ordinary
shares. The company adopted new articles of association at a general meeting
held on 15 April 2002. These articles incorporated the necessary authority for
the company to undertake the repurchase of its own securities.
2. Details of the share repurchases
The details of the repurchases are as follows:
Repurchase period: Between 3 March 2003 and
9 September 2003
Highest price paid during the repurchase period: 5800 cents per share
Lowest price paid during the repurchase period: 4900 cents per share
Number of ordinary shares repurchased: 6,603,132
Value of ordinary shares repurchased: R334,693,252
Extent of authority outstanding: 40,651,951 ordinary shares
representing 16.8% of the
issued share capital at 4
November 2002 (excluding
treasury stock)
The repurchases of the securities was effected through the order book operated
by the JSE Securities Exchange South Africa ("the JSE") trading system, at
prices not exceeding the limits as prescribed by the JSE, and were done without
any prior arrangement between the Company and the counter parties to the trades.
3. Source of funds
The share repurchases have been funded from available cash resources.
4. Opinions
The Directors of Imperial have considered the impact of the share repurchases
and are unanimously of the opinion that:
* the Company, and the Company and its subsidiaries ("the Group"), will be able
in the ordinary course of business to pay their debts for a period of 12 months
from the date of this announcement;
* the assets of the Company and the Group, fairly valued in accordance with the
accounting policies used in the latest group annual financial statements, will
remain in excess of the liabilities of the Company and the Group for a period of
12 months after the date of this announcement;
* the issued ordinary share capital and reserves of the Company and the Group
will be adequate for the purposes of the business for a period of 12 months from
the date of this announcement;
* the working capital available to the Company and the Group will be sufficient
for the Company"s and the Group"s requirements for a period of 12 months from
the date of this announcement; and
* subsequent to any repurchase the Company will comply with the JSE"s spread
requirements.
5. Financial effects
The table below sets out the financial effects of the share repurchase on the
earnings per share, headline earnings per share, net asset value and net
tangible asset value per share of the Company based on the audited annual
results for the year ended 25 June 2003.
Including Excluding all Percentage
all repurchases Increase /
repurchases (cents) (Decrease)
(cents)
Earnings per share 727.7 716.4 1.6%
Headline earnings per 708.8 698.0 1.5%
share
Net asset value per 4,026.6 4,071.3 (1.1%)
share
Net tangible asset value 3,777.4 3,830.0 (1.4%)
per share
The financial effects have been calculated based on the following assumptions:
the audited annual results for the year ended 25 June 2003 included 5,985,076
shares repurchased at a value of R 298,926,371 excluding costs. In the new
financial year an additional 618,056 shares at a value of R 35,766,881 excluding
costs have been repurchased;
the column "Including all repurchases" are 25 June 2003 results which have been
restated on the basis that all the repurchases took place on 26 June 2002;
that the funds utilised to repurchase the shares were sourced from cash
resources on which interest at an after tax rate of 7.35% per annum would have
been received;
a company tax rate of 30%; and
by applying the same accounting policies used in the Company"s latest audited
annual financial statements.
6. JSE Listing
The shares repurchased by the subsidiary will continue to be listed on the JSE.
Edenvale
11 September 2003
Sponsor
Merrill Lynch South Africa (Pty) Ltd
