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Digicore - Repurchase Of Shares In Terms Of General Authority
DIGICORE HOLDINGS LIMITED
Registration number: 1998/012601/06
Share Code: DGC
ISIN Number: ZAE000016945
(`Digicore`)
REPURCHASE OF SHARES IN TERMS OF THE GENERAL AUTHORITY GRANTED
1. Introduction
PSG Capital Limited is authorised to announce that Digicore has cumulatively
repurchased 7 496 345 (3.43%) of its ordinary shares (`the repurchase`) through
the order book operated by the JSE Securities Exchange South Africa (`JSE`)
trading system, in terms of the general authority granted by shareholders on 5
December 2002 and again on 16 January 2004. The repurchases were done without
any prior understanding or arrangement between the company and the counter
parties.
2. Details Of The Repurchase
Period of the 14 May 2003 to 9 June 2004
repurchase
Highest price paid 63 cents
Lowest price paid 22 cents
Average price paid 36 cents
Number of shares 7 496 345
repurchased
Value of shares R2 682 241
repurchased
Extent of authority The company may repurchase a further 41
outstanding 908 137 shares (19,2% of the number of
shares in issue) in terms of the current
general authority, this authority being
valid until the company`s next annual
general meeting to be held in January
2005.
3. Source Of Funds For The Repurchase
The repurchase has been funded from available cash resources.
4. Opinion Of The Board Of Digicore
The board of Digicore has considered the effect of the repurchase and is of the
opinion that, for a period of 12 months following the date of this announcement:
- the company and the group will be able to repay their debts, in the
ordinary course of business;
- the company`s and the group`s assets, will be in excess of the
liabilities of the company and the group. For this purpose, the assets and
liabilities should be recognised and measured in accordance with the accounting
policies used in the latest audited group annual financial statements;
- the company`s and the group`s ordinary capital and reserves will be
adequate for ordinary business purposes; and
- the company and the group will have sufficient working capital for
ordinary business purposes.
5. Financial Effects Of The Repurchase
Based on the assumptions set out below, the following table sets out the pro
forma financial effects of the repurchase on Digicore`s earnings per share, net
asset value per share and net tangible asset value per share, which pro forma
financial effects are calculated on the unaudited results of Digicore for the
six months ended 31 December 2003, which were published on SENS on 15 March
2004.
Before After Change
(cents) (cents) %
Earnings per share 4.90 4.92 0,4
Headline earnings per share 5.11 5.13 0,4
Net asset value per share 55.65 55.60 (0,1)
Net tangible asset value per share 46.46 46.34 (0,3)
Number of shares (used in earnings 225 974 224 204
calculations) (`000)
Number of shares (used in net asset 224 991 223 221
value calculations) (`000)
The pro forma financial effects (`after`) are calculated based on DigiCore`s
unaudited results for the six months ended 31 December 2003, and exclude the
effects of the specific repurchase of 20,866,108 shares at 60 cents each on 10
May 2004. The following assumptions were made:
- No adjustment was made in respect of the shares repurchased prior to
31 December 2003, as the effects thereof are already contained in the interim
results.
- The shares repurchased post 31 December 2003 were repurchased on 1
July 2003. Interest income (based on an after tax return of 6% per annum) has
been reduced by R33 000 as a result of the repurchase.
- For the purpose of calculating earnings per share and headline
earnings per share, a weighted average number of shares of 224 203 972 (being
the weighted average number of shares as used in the interim results less the 1
769 864 shares purchased post 31 December 2003) has been used.
- For purposes of calculating net asset value per share and net tangible
asset value per share, 223 221 585 shares (being the number of shares in issue
before the specific repurchase mentioned above) less the shares held as treasury
stock by a subsidiary of Digicore has been used.
6. 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
14 June 2004
Sponsor
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