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EXCELLERATE - REPURCHASE OF ORDINARY SHARES IN EXCELLERATE
EXCELLERATE HOLDINGS LIMITED
(Registration number 1997/009884/06)
(Incorporated in the Republic of South Africa)
Share code: EXL ISIN: ZAE000026092
Share code: EXLD ISIN: ZAE000044145
(`Excellerate` or `the company`)
Repurchase of ordinary shares in Excellerate
1. Introduction
At the annual general meeting of Excellerate`s shareholders held on Tuesday, 2
November 2004, shareholders approved the resolution authorising a general
repurchase of shares on the JSE Securities Exchange South Africa (`the JSE`),
subject to the requirements of Excellerate`s articles of association, the
Companies Act, 1973 (Act 61 of 1973) as amended, and the JSE (`the general
authority`). In terms of the general authority granted to Excellerate,
Excellerate is authorised to purchase up to a maximum of 36 952 424 ordinary
shares being 20% of the total issued share capital.
2. Implementation
On 31 December 2004, Excellerate acquired, in the open market (being effected
through the order book operated by the JSE trading system and done without any
prior understanding or arrangement between Excellerate and the counter party), a
total of 5 547 300 ordinary shares (`the repurchase`), being equivalent to 3% of
the total issued share capital of Excellerate, for a total consideration of R3
883 110. Each of the 5 547 300 ordinary shares were acquired at 70 cents.
The remaining general repurchase authority is 31 405 124 ordinary shares being
equivalent to 17% of Excellerate`s total issued share capital.
3. Source of funds
The repurchase was funded from available facilities.
4. Opinion of the directors
The directors of Excellerate considered the impact of the share repurchase up
to a maximum of 5% of the total issued share capital in December 2004 and are of
the opinion that:
4.1 Excellerate and its subsidiaries will, in the ordinary course of business
be able to pay their debts for a period of 12 months from 10 December 2004;
4.2 the liabilities of Excellerate and its subsidiaries will not exceed the
assets of the company and its subsidiaries, calculated in accordance with
the accounting policies used in the audited financial statements for the
period ended 30 June 2004;
4.3 the ordinary share capital and reserves of Excellerate and its subsidiaries
for a period of 12 months from 10 December 2004 will not be materially
affected; and
4.4 the working capital of Excellerate and its subsidiaries will be adequate
for a period of 12 months from 10 December 2004.
5. Financial effects
Based on the audited consolidated results of Excellerate for the year ended 30
June 2004, the pro forma financial effects of the repurchase on Excellerate`s
earnings, headline earnings, net asset value (`NAV`) and tangible NAV per share
are set out below. The pro forma financial information has been prepared for
illustrative purposes only and because of its nature may not give a true picture
of Excellerate`s financial position and results of operations.
Per Excellerate Before the After the Percentage
ordinary share (cents) repurchase(1 repurchase(2 Change
) ) %
Earnings 4.5 4.4(3) (1.2)
Headline earnings 8.1 8.2(3) 0.8
NAV 66.3 66.2 (0.2)
Tangible NAV 37.7 36.7 (2.7)
Number of shares in 178 642 173 095
issue (excluding
treasury shares)
(`000)
Notes:
1) Based on the audited consolidated results of Excellerate for the year
ended 30 June 2004.
2) Based on the assumption that the repurchase was effected on 1 July 2003 for
income statement purposes and 30 June 2004 for balance sheet purposes.
3) After taking into account the after tax interest incurred on the facility
used to fund the repurchase being the average prime overdraft rate
applicable for the period under review.
6. Listing
As all of the 5 547 300 ordinary shares were purchased by a subsidiary of
Excellerate, the repurchased shares will not be cancelled and will remain listed
on the JSE.
Johannesburg
4 January 2005
Investment bank and sponsor
Nedbank Capital
Date: 04/01/2005 08:00:20 AM
Produced by the JSE SENS Department
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