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New Clicks - Repurchase of ordinary shares in New Clicks
NEW CLICKS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/000645/06)
Share code: NCL: ZAE000014585
(`New Clicks`)
Repurchase of ordinary shares in New Clicks
1. Introduction
In terms of a general authority granted to New Clicks to repurchase its ordinary
shares by a special resolution passed by New Clicks shareholders on 26 January
2004 (`the general authority`), a maximum of 71 336 156 ordinary shares (being
20% of the issued share capital) could be acquired.
2. Implementation
In terms of paragraph 11.27 of the JSE Listings Requirements, New Clicks
announces that it has acquired, in the open market, a further 13 740 202
ordinary shares, equivalent to 3,85% of the issued share capital at the time of
the granting of the general authority, for a total consideration of R121 690
138. The repurchases were carried out between 16 July 2004 and 2 December 2004.
The highest price paid was R9.78 per share and the lowest price paid was R7.35
per share. The average price paid was R8.86 per share. The requirements of
paragraph 5.72 of the JSE Listings Requirements have been complied with in the
repurchasing of these shares. All the shares have been repurchased by a
subsidiary of New Clicks and are being held in the subsidiary company as
treasury shares. The extent of the authority outstanding is 46 824 564 ordinary
shares, equivalent to 13.13% of the totall number of shares in issued.
The total number of shares repurchased to date is 24 511 592 equivalent to 6.87%
of the issued share capital at the time of granting the general authority, for a
total consideration of R203 750 620. The average price paid was R8.31 per share.
Note that all prices referred to above are `cum` the dividend of 22.5 cents per
share declared on 20 October 2004.
3. Source of funds
Repurchases to date have been funded from available cash and it is intended that
all future purchases will also be funded from available cash.
4. Opinion of the directors
The directors of New Clicks have considered the impact of the share repurchase
and are of the opinion that:
New Clicks 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.
The consolidated assets of New Clicks and its subsidiaries are in excess of the
consolidated liabilities, measured in accordance with the accounting policies
used in the reviewed results for the year ended 31 August 2004.
The ordinary share capital and consolidated reserves of New Clicks and its
subsidiaries will be adequate for a period of 12 months from the date of this
announcement.
The working capital of New Clicks and its subsidiaries 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 -3.6 -5.9 (63.9)
Headline earnings per share 76.5 77.4 1.2
Fully diluted earnings per share -3.5 -5.8 (65.7)
Fully diluted headline earnings 74.5 75.3 1.1
per share
Net asset value 380 360 (5.3)
Net tangible asset value per 351 331 (5.7)
share
Assumptions
The pro forma financial effects (`after`) are calculated on New Clicks
reviewed results for the year ended 31 August 2004, assuming:
* The accounting policies employed by New Clicks for the year ended 31
August 2004 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 1 September 2003.
* All the repurchases were financed by excess cash on hand on which
interest was received at an after tax rate of 6.3 % per annum.
* The calculations have been based on a weighted average number of
shares in issue of 339 831 000 and a fully diluted weighted average
number of shares in issue of 349 306 000.
* For the purposes of calculating the net asset and net tangible asset
value, it was assumed that the repurchases were carried out on 31
August 2004, using the number of shares in issue at that date of 347
465 000.
6. JSE Securities Exchange South Africa (`JSE`) Listing
All the shares have been repurchased by a subsidiary of New Clicks and are being
held in the subsidiary company as treasury stock.
Cape Town
3 December 2004
Merchant Bank and Sponsor
Investec Bank Limited
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