| Tue 16 Nov 2004, 14:25 | | Specific Repurchase Of Seardel "N" Shares |
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Seardel - Specific Repurchase Of Seardel `N` Shares: Financial Effects And
Salient Dates
SEARDEL INVESTMENT CORPORATION LIMITED
(Incorporated In The Republic Of South Africa)
(Registration Number: 1968/011249/06)
SHARE CODE: SER ISIN NUMBER: ZAE000029815
SHARE CODE: SRN ISIN NUMBER: ZAE000030144
SEARDEL; SEARDEL-N
(`Seardel`)
SPECIFIC REPURCHASE OF SEARDEL `N` SHARES: FINANCIAL EFFECTS AND SALIENT DATES
1. INTRODUCTION
Shareholders are referred to the announcement on SENS on 5 October 2004 and
in the press on 6 October 2004 in relation to the repurchase by Seardel of
9,734,251 of its `N` shares from Corpcapital Investments (Proprietary)
Limited, a wholly owned subsidiary of Corpcapital Limited (the
`transaction`).
The financial effects of the transaction on Seardel shareholders and the salient
dates and times applicable to the transaction are set out below.
2. FINANCIAL EFFECTS
Set out in the table below are the pro forma financial effects of the
transaction, based on Seardel`s results for the year ended 30 June 2004.
The pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the transaction may have
impacted on the results and financial position of Seardel. Because of
their nature, the pro forma financial effects may not give a fair
reflection of Seardel`s financial position after the transaction, or the
effect on future earnings. The pro forma financial effects are the
responsibility of Seardel`s directors.
Historical Pro forma Change
before the after the after the
transaction transaction transaction
(cents) (cents) (%)
Earnings per share 89.6 95.4 6
Headline earnings per 60.6 64.1 6
share
Net asset value per share 682 712* 4
Net tangible asset value 915 963 5
per share
* The pro forma net asset value per share after the transaction has been
incorrectly stated in the circular posted to shareholders on 10 November 2004 as
being 711 cents.
Notes
1. Based on the audited results for the year ended 30 June 2004.
2. Earnings and headline earnings per share are based on the following
assumptions:
- The transaction was effective 1 July 2003;
- Cash resources were utilised to fund the transaction. The resultant
loss of interest income was calculated at the call rate of 8.5% p.a.,
pre-tax;
- A corporate tax rate of 30% was utilised;
- The saving in Secondary Tax on Companies, is based on a dividend per
share of 14 cents;
- A Secondary Tax on Companies rate of 12.5% was utilised; and
- The number of shares in issue are as follows:
Total Ordinary N shares
Issued shares 133,917,855 27,097,743 106,820,112
Treasury shares (5,703,076) (528,494) (5,174,582)
Issued shares per published 128,214,779 26,569,249 101,645,530
results
Adjustment for repurchase of (9,374,251) 0 (9,374,251)
shares
Pro forma after the 118,840,528 26,569,249 92,271,279
transaction
3. Net asset and tangible asset value per share are based on the following
assumptions:
- The transaction was effective 30 June 2004;
- 26,569,249 ordinary shares and 92,271,279 N shares are in issue, after
the transaction; and
- Cash resources were utilised to fund the transaction.
In the event that Seardel declares a dividend of 14 cents per share on the
shares repurchased, there will be no saving in Secondary Tax on Companies. The
change in the pro forma financial effects, are as follows:
Historical Pro forma Change after
before the after the the
transaction transaction transaction
(cents) (cents) (%)
Earnings per share 89.6 95.2 6
Headline earnings per share 60.6 63.9 6
The pro forma financial effects on net asset value per share and net tangible
asset value per share remain unchanged.
3. SALIENT DATES AND TIMES
The salient dates and times of the transaction are set out below:
2004
Circular posted to shareholders Wednesday, 10 November
Last day to lodge forms of proxy in Monday, 29 November
respect of general meeting by 11:00 on
General meeting of Seardel shareholders Wednesday, 1 December
at 11:00 on
Results of general meeting published on Wednesday, 1 December
SENS
Results of general meeting published in Thursday, 2 December
the press
Seardel `N` shares to be repurchased on Thursday, 2 December
or about
Seardel `N` shares to be delisted on or Monday, 6 December
about
The abovementioned dates and times are subject to change. Any changes will be
announced in the press and on SENS.
Rosebank
16 November 2004
Sponsor
Java Capital (Proprietary) Limited
Reporting Accountants
KPMG Inc.
