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Truworths International Limited - Repurchase Of Shares
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
("Truworths International "or "the company")
Share Code: TRU
ISIN: ZAE000028296
REPURCHASE OF SHARES
1. INTRODUCTION
Truworths International hereby announces the repurchase of a further 13 838
660 of its own shares by way of open market transactions on the JSE Securities
Exchange South Africa ("JSE"), since the announcement published on 3 April 2003.
Of these shares, 1 929 009 were acquired in the financial year ending on 30
June 2003, ,and 11 909 651 shares were acquired in the current financial year,
during the period 11 September 2003 to 29 April 2004.
The transactions were executed in accordance with the general authority
originally granted to the directors by special resolution of shareholders taken
at the annual general meeting held on 25 October 2001 and subsequently renewed
at the annual general meetings held on 6 November 2002 and 6 November 2003 ("the
repurchase").
The shares repurchased constituted 3% of the 461 288 664 shares of the company
in issue on the date that the general authority was originally granted. The
repurchase has been effected by Truworths Limited, the company"s wholly owned
subsidiary, which intends holding the shares as treasury stock for long-term
investment purposes.
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution and the Listings Requirements of the JSE:
(a) the general authority limits repurchases to a maximum of 20% of
the company"s shares in issue at the time the authority is
granted, per financial year; and
(b) no repurchase may be made at a price more than 10% above the
weighted average of the market price of the company"s shares on
the JSE for the five business days immediately preceding the date
of such repurchase.
A maximum of 95 352 639 shares, being 20% of the 476 763 198 shares in issue on
6 November 2003, can be repurchased in the current financial year in terms of
the said general authority.
3. IMPLEMENTATION
Total number of shares repurchased 13 838 660
Total price of shares repurchased R 122 286 041
Highest price paid per share 1050 cents
Lowest price paid per share 600 cents
Weighted average price paid per share 884 cents
Shares which may still be repurchased in the current
financial year in terms of the general authority:
Number 83 442 988
Percentage 17,5
Actual number of shares in issue on 1 July 2003 476 385 156
Actual number of shares in issue on 31 December 2003 481 255 256
The repurchase was effected as market conditions allowed over the period 3
April 2003 to 29 April 2004, except for the "closed periods", at financial year
and half-year end prior to the announcement of the company"s annual and interim
results.
The repurchase was effected through the order book operated by the JSE trading
system without any prior understanding or arrangement between the company and
the counter parties.
4. OPINION OF THE DIRECTORS
The directors of Truworths International have considered the impact of the
repurchase and are of the opinion that for a period of 12 months after the date
of this announcement:
4.1 the company and the group will be able, in the ordinary course of
business, to pay their debts;
4.2 the consolidated assets of the company and its subsidiaries will
exceed the consolidated liabilities, such assets and liabilities
being measured in accordance with the accounting policies used in
the audited financial statements for the year ended 30 June 2003;
4.3 the issued share capital and consolidated reserves of the company
and its subsidiaries will be adequate for the group"s business;
and
4.4 the working capital of the company and its subsidiaries will be
adequate for the group"s requirements.
On 18 November 2003, being prior to the company entering the open market to
commence any repurchases pursuant to the general mandate to do so granted by the
company"s shareholders at the annual general meeting held on 6 November 2003,
the company"s sponsors, HSBC Investment Services (Africa) (Proprietary) Limited,
advised the JSE that they were satisfied that the opinion by the company"s
directors as to the adequacy of the group"s working capital had been given after
due and careful enquiry.
5. JSE LISTING
As the repurchase has been effected by a wholly owned subsidiary of the company,
the shares repurchased have neither been cancelled, nor has their listing on the
JSE been terminated.
6. FINANCIAL EFFECTS
The earnings and net asset values per share and number of shares in issue, as
reported in the un-audited interim report for the period ended 31 December 2003
as well as before and after the repurchase are as follows:
Statistics Reported Before After %
at repurchase repurchase Change
31/12/03 B A B to A
In cents per share:
Basic earnings 55,4 55,1 55,8 1,3
Headline earnings 52,5 52,2 52,8 1,2
Net asset value 320,9 326,4 308,4 (5,5)
Tangible net asset value 320,9 326,4 308,4 (5,5)
In millions:
Weighted average shares 459,4 465,2 451,4 (3,0)
Pro forma shares 461,3 467,2 453,3 (3,0)
Notes and assumptions:
- The statistics set out in the "Reported" column are as reflected in the
company"s un-audited interim report for the six months ended 31 December 2003.
Besides reflecting the financial effects of the 13 838 659 shares previously
repurchased, as announced on 3 April 2003, these statistics also incorporate the
financial effects of the 1 929 009 shares repurchased for a consideration of R
12 091 599 during the 2003 financial year, and the 3 924 309 shares
repurchased for a consideration of R 30 794 955 during the half year ended 31
December 2003.
- The illustrative statistics set out in the "Before" column have been
calculated by adjusting the "Reported" statistics to reflect what these would
have been at 31 December 2003 had neither the 1 929 009 shares been repurchased
during the 2003 financial year, nor the 3 924 309 shares been repurchased in
the half year ended 31 December 2003.
- The illustrative financial effects of the repurchase reflected in the "After"
column are calculated at 31 December 2003. These calculations assume that all 13
838 660 shares constituting the subject matter of this announcement were
repurchased on 1 July 2003 and that after-tax interest income on the group"s
cash resources was reduced by 7,38% per annum calculated on the total price of
the shares repurchased.
- For the purposes of calculating the earnings and headline earnings per share
statistics reflected in the "Before" column, the weighted average number of
shares actually in issue at 31 December 2003 reduced by the 13 838 659 shares
previously repurchased, as announced on 3 April 2003, has been used.
- For the purposes of calculating the net asset value and tangible net asset
value per share statistics reflected in the "Before" column, the pro forma
number of shares in issue, being the actual number of shares in issue at 31
December 2003,reduced by the 13 838 659 shares previously repurchased as
announced on 3 April 2003, has been used.
- For the purposes of calculating the earnings and headline earnings per share
statistics reflected in the "After" column, the weighted average number of
shares actually in issue at 31 December 2003 reduced by the weighted average of
the 13 838 660 repurchased shares constituting the subject matter of this
announcement, has been used.
- For the purposes of calculating the net asset value and tangible net asset
value per share statistics reflected in the "After" column, the pro forma number
of shares in issue, being the actual number of shares in issue at 31 December
2003 reduced by the 13 838 660 repurchased shares constituting the subject
matter of this announcement as well as the 13 838 659 shares previously
repurchased as announced on 3 April 2003, has been used.
7. SOURCE OF FUNDS
The repurchase was funded from the group"s cash resources.
Cape Town
30 April 2004
DIRECTORS: MS Mark(Chairman and CEO)*,RG Dow #+,BD Lapin #+,CT Ndlovu #+, AE
Parfett #+,H Saven #+, #+,AJ Taylor *, MA Thompson #+, WM van der
Merwe *
* = executive, # = non-executive, + = independent
COMPANY SECRETARY: C Durham
REGISTERED ADDRESS: No. 1 Mostert Street, Cape Town, South Africa
POSTAL ADDRESS: P O Box 600, Cape Town, South Africa, 8000
TRANSFER SECRETARIES: (In South Africa) Computershare Ltd; (In Namibia)
Transfer Secretaries (Pty) Ltd
SPONSOR: HSBC Investment Services (Africa) (Pty) Ltd
Date: 03/05/2004 07:15:08 AM Produced by the JSE SENS Department
