| Thu 10 Feb 2005, 8:29 | | REPURCHASE OF TIGER BRANDS ORDINARY SHARES |
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R BRANDS LIMITED - REPURCHASE OF TIGER BRANDS ORDINARY SHARES
Tiger Brands Limited
(Incorporated in the Republic of South Africa)
(Reg. No. 1944/017881/06)
(ISIN: ZAE000023560/ Share code: TBS)
(Tiger Brands)
REPURCHASE OF TIGER BRANDS ORDINARY SHARES
1. INTRODUCTION
Tiger Brands herewith announces the repurchase of a further 2,500,212 Tiger
Brands ordinary shares (1.49% of the issued ordinary shares) on the open market
on the JSE Securities Exchange South Africa (JSE), in accordance with the
general authority granted by Tiger Brands shareholders at the annual general
meeting held on 23 February 2004 (the repurchase). Taking into account the
2,616,118 Tiger Brands ordinary shares (1.56%) repurchased up to 30 September
2004, the cumulative number of Tiger Brands ordinary shares repurchased in terms
of this general authority is 5,116,330 Tiger Brands ordinary shares (3.04%) as
at the close of business on 8 February 2005.
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution passed on 23 February 2004:
The general authority is limited to a maximum of 10% of Tiger Brands issued
share capital; and any repurchase may not be made at a price greater than 10%
above the weighted average of the market value of the ordinary shares for the
five business days immediately preceding the date of such repurchase. A maximum
of 16,814,120 ordinary shares could be repurchased in terms of the general
authority obtained from shareholders.
3. IMPLEMENTATION
The repurchases of the 5,116,330 Tiger Brands ordinary shares (3.04%) commenced
on 31 May 2004 and continued on a day-to-day basis as market conditions allowed
except for the mandatory closed period before the announcement of the results
for the year ended 30 September 2004 and a period prior to the announcement of
the terms of the unbundling of The Spar Group Limited (Spar).
Details are as follows:-
Number of ordinary shares repurchased 5,116,330
Value of ordinary shares repurchased R472,418,303
Highest price paid per ordinary share R98.89
Lowest price paid per ordinary share R87.88
Average price paid per ordinary share R92.34
The number of ordinary shares which may still be
repurchased by the company in terms of the
general authority 11,697,790
Ordinary shares in issue on 30 September 2004 168,763,670
Ordinary shares in issue on date of this
announcement 168,956,854
4. SOURCE OF FUNDS
Repurchases to date have been funded from available cash resources.
5. OPINION OF THE DIRECTORS
At the time of the granting of the general authority and subsequent to the
unbundling of Spar on 18 October 2004, the directors of Tiger Brands considered
the impact of the repurchases and were of the opinion that:-
5.1 Tiger Brands and the Group will be able, in the ordinary course of
business, to pay its debts for a period of 12 months;
5.2 the consolidated assets of Tiger Brands and the Group are in excess of the
consolidated liabilities, measured in accordance with the accounting policies
used in the audited annual financial statements for the years ended 30 September
2003 and 30 September 2004;
5.3 the ordinary share capital and consolidated reserves of Tiger Brands and
the Group will be adequate for a period of 12 months; and
5.4 the working capital of Tiger Brands and the Group will be adequate for a
period of 12 months.
6. FINANCIAL EFFECTS
As stated above, the repurchases of the 5,116,330 Tiger Brands ordinary shares
(3.04%) commenced on 31 May 2004. Of this amount, 2,616,118 ordinary shares
(1.56%) were purchased before the 2004 financial year-end and the financial
effects of these repurchases were already accounted for in Tiger Brands audited
results for the year ended 30 September 2004, published on SENS on 18 November
2004.
Subsequent to 30 September 2004, an additional 2,500,212 Tiger Brands shares
were repurchased at an average price of R94.99 per share, representing 1.49% of
the issued ordinary shares. The effect of the repurchases on Tiger Brands`
earnings, headline earnings and net asset value (NAV) per share is illustrated
below. By its nature, this illustration may not truly represent
Tiger Brands` financial position.
Before the Pro forma After the Change (%)
repurchase (excluding repurchase
(cents per SPAR) (cents (cents per
share) 1 per share) share)
Basic 833.2 659.1 661.5 0.4
earnings 2
Headline 927.3 757.7 762.0 0.6
earnings 2
Net asset 2447 2210 2091 (5.4)
value 3
Net 2016 1928 1805 (6.4)
tangible
asset
value 3
Notes
1 The `Before the repurchase` financial information has been extracted, without
adjustment, from the published, audited consolidated annual financial results of
Tiger Brands for the financial year ended 30 September 2004. These results
include those of The Spar Group Limited (`Spar`).
2 The basic and headline earnings per share calculations have been based on the
assumptions that the repurchases since 30 September 2004 were implemented on 1
October 2003 and were effective for the full financial year ended 30 September
2004. The `Before the repurchase` calculations are based on the weighted
average number of shares in issue for the financial year ended 30 September 2004
( 167 567 031 shares). The `After the repurchase` calculations are based on
the adjusted weighted average number of shares in issue for the financial year
ended 30 September 2004 (165 066 819 shares)
3 The net asset value and net tangible asset value per share calculations have
been based on the assumption that the repurchases were implemented on 1 October
2003. The `Before the repurchase` net asset value and net tangible asset value
per share calculations are based on shareholders` ordinary equity at 30
September 2004 divided by the total number of Tiger Brands shares in issue at 30
September 2004 ( 166 147 552 shares). This figure is net of the 2 616 118
treasury shares held as at 30 September 2004. The `After the repurchase`
calculations are based on 163 647 340 shares in issue at 30 September 2004,
after deducting the additional 2 500 212 shares repurchased since 30 September
2004.
4 The `Pro forma` financial information (excluding SPAR) for the year ended 30
September 2004 has been presented on the basis that SPAR was unbundled with
effect from 1 October 2003. This `pro forma` information reflects the position
before the repurchase of the additional 2 500 212 shares.
7. JSE LISTING
These ordinary shares have been repurchased by a wholly-owned subsidiary of
Tiger Brands, thus none of the ordinary shares will be cancelled nor will the
JSE listing in respect of those shares be terminated.
Sandton
9 February 2005
Sponsor
JP Morgan
Date: 10/02/2005 07:30:06 AM
Produced by the JSE SENS Department
