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BJM - Repurchase Of Ordinary Shares In Terms Of A General Authority
BARNARD JACOBS MELLET HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/004798/06)
JSE code: BJM
ISIN code: ZAE000014262
("BJM" or "the company")
REPURCHASE OF ORDINARY SHARES IN TERMS OF A GENERAL AUTHORITY
1. INTRODUCTION
In accordance with the general authority, renewed at the annual general meeting
of shareholders held on 5 August 2005 ("the AGM"), the directors advise that on
17 November 2005, the company repurchased 10.5% of the company"s ordinary shares
on the JSE Limited ("JSE"), resulting in a cumulative 12.4% repurchase since the
renewal of the general authority at the AGM ("the repurchase"). The repurchase
was effected through the order book operated by the JSE trading system without
any prior understanding or arrangement between the company and the counterparty.
2. REPURCHASE DETAILS
The details of the repurchase are as follows:
Dates of the repurchase: 5 August 2005;
17 November 2005
Highest price paid during the 400 cents
repurchase period:
Lowest price paid during the 300 cents
repurchase period:
Number of ordinary shares 14 275 035
repurchased:
Value of ordinary shares R54 900 136
repurchased:
Extent of authority outstanding: 8 723 863 ordinary shares
representing 7.6% of the
current issued share
capital
3. SOURCE OF FUNDS
Existing cash resources were utilised to fund the repurchase.
4. DIRECTORS" OPINION
The directors of BJM have considered the impact of the repurchase and are of the
unanimous opinion that for a period of twelve months from the date of this
announcement:
- the company and the Group will be able, in the ordinary course of business, to
pay their debts;
- the assets of the company and the Group will be in excess of the liabilities
of the company and the Group, the assets and liabilities being recognised and
measured in accordance with the accounting policies used in the latest audited
annual Group financial statements;
- the share capital and reserves of the company and the Group will be adequate
for ordinary business purposes; and
- the working capital of the company and the Group will be adequate for ordinary
business purposes after the date of this announcement.
5. FINANCIAL EFFECTS OF THE REPURCHASE
The pro forma unaudited financial effects of the repurchase, which are based on
the published, unaudited interim results of BJM for the six months ended 30
September 2005, have been prepared for illustrative purposes only and, because
of their nature, may not give an accurate overview of the Group"s pro forma
financial position at 30 September 2005. The pro forma unaudited financial
information is the responsibility of the directors.
The pro forma unaudited financial effects of the repurchase are set out below
and are are based on the following assumptions:
- the effect on net asset value per ordinary share reflected in the "after"
column assumes that the repurchase was effected on 30 September 2005; and
- the effect on earnings, headline earnings, fully diluted earnings and fully
diluted headline earnings per ordinary share reflected in the "after" column
assumes that the repurchase was effected on 1 April 2005.
Actual Pro forma Increase / Increase /
before the after the (Decrease) (Decrease)
Note repurchase the (cents) (%)
repurchase
Earnings per 1&3 36.91 39.94 3.03 8
ordinary share
(cents)
Headline earnings 22.42 22.98 0.56 2
per ordinary 1&3
share (cents)
Fully diluted 32.92 34.98 2.06 6
earnings per 2&3
ordinary share
(cents)
Fully diluted 20.00 20.13 0.13 1
headline earnings 2&3
per ordinary
share (cents)
Net asset value 371 367 (4) (1)
per ordinary 3
share (cents)
Actual number of 114 994 102 919
ordinary shares
in issue (000"s)
Weighted average 98 195 83 920
number of
ordinary shares
in issue (000"s)
Weighted average 110 085 95 810
number of fully
diluted ordinary
shares in issue
(000"s)
Notes:
1. The calculation of earnings and headline earnings per ordinary share has been
based on the weighted average number of ordinary shares in issue. The
illustrative financial effects of the repurchase reflected in the "pro-forma"
column are calculated at 30 September 2005. The calculation assumes that the
after-tax interest income on the group"s cash resources was reduced by 5% per
annum calculated on the total price of the ordinary shares repurchased.
2. The calculation of fully diluted earnings and headline earnings per ordinary
share has been based on the weighted average number of fully diluted ordinary
shares in issue.
3. The calculation of net asset value per ordinary share has been based on the
actual number of ordinary shares in issue. No tangible net asset value is
reflected as the repurchase does not significantly impact thereon.
6. JSE LISTING
The 12 075 034 ordinary shares repurchased on 17 November 2005 will be cancelled
and it is anticipated that they will be delisted from the JSE on or about
Friday, 25 November 2005. 2 200 000 ordinary shares will be held by a
subsidiary of BJM as treasury stock.
Johannesburg
18 November 2005
Corporate adviser and joint sponsor Lead sponsor
Barnard Jacobs Mellet Corporate Finance Deloitte & Touche Sponsor
(Pty) Limited Services (Pty) Limited
Date: 18/11/2005 03:29:06 PM Produced by the JSE SENS Department
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