| Thu 15 Dec 2005, 11:34 | | Unitrans Limited - Repurchase Of Unitrans Ordinary |
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Unitrans Limited - Repurchase Of Unitrans Ordinary Shares
UNITRANS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1967/003403/06)
Share code: UTR ISIN: ZAE000007670
("Unitrans" or "the company")
REPURCHASE OF UNITRANS ORDINARY SHARES
1. REPURCHASE OF SHARES
1.1 Unitrans hereby announces the repurchase of 3 344 390 Unitrans ordinary
shares (3,8%) of the issued ordinary shares of Unitrans, on the open market on
the JSE Limited ("the JSE"), in accordance with the general authority granted by
the Unitrans shareholders at the Annual General Meeting held on 28 November
2005.
1.2 Taking into account the 825 071 Unitrans ordinary shares (0,93%)
repurchased under the previous general authority granted by shareholders at the
Annual General Meeting held on 4 December 2004 ("the previous authority") (of
which only 10 100 shares have been repurchased after 30 June 2005, being
Unitrans" most recent financial year reporting date), the total number of
Unitrans ordinary shares now repurchased is 4 169 461 (4,7%).
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution passed on 28 November 2005 :
- the general authority is limited to a maximum of 20% of Unitrans" issued
share capital provided that the acquisition of shares by a subsidiary of the
company may not, in any one financial year, exceed 10% of Unitrans" issued share
capital;
- any repurchase may not be made at a price greater than 10% above the
weighted average of the market value for Unitrans" ordinary shares for the five
business days preceding the date of such repurchase;
- any repurchase would be subject to the Listings Requirements of the JSE and
to the Companies Act No 61 of 1973 as amended.
3. IMPLEMENTATION
3.1 The repurchase of the 3 344 390 Unitrans ordinary shares ("the
repurchases") commenced on 30 November 2005 and continued on a day-to-day basis
as market conditions allowed. The repurchases were effected through the order
book operated by the JSE trading system and done without prior understanding or
arrangement between Unitrans and counter parties.
3.2 Details are as follows :
Number of ordinary shares repurchased 3 344 390
Value of ordinary shares repurchased R125 618
455
Highest price paid per ordinary share R38,00
Lowest price paid per ordinary share R37,00
Average price paid per ordinary share R37,56
The number of ordinary shares which may 1 925 975
still be repurchased by the company in
terms of the current general authority,
subject to compliance with the shareholder
spread requirements of the JSE
Ordinary shares in issue on 28 November 88 246 917
2005 (excluding treasury stock)
Ordinary shares in issue on the date of 84 902 527
this announcement (excluding treasury
stock)
4. SOURCE OF FUNDS
The repurchases have been funded from available cash resources.
5. OPINION OF THE DIRECTORS
At the time of the granting of the general authority on 28 November 2005 the
directors of Unitrans considered the impact of the repurchases and were of the
opinion that :
5.1 Unitrans and its subsidiaries ("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 Unitrans and the group are in excess of the
consolidated liabilities, measured in accordance with the accounting policies
used in the Unitrans consolidated annual financial statements for the year ended
30 June 2005;
5.3 The ordinary share capital and consolidated reserves of Unitrans and the
group will be adequate for a period of 12 months; and
5.4 The working capital of Unitrans and the group will be adequate for a period
of 12 months.
6. FINANCIAL EFFECTS
Set out below are the pro forma financial effects of the repurchases on the
earnings, headline earnings, net asset value and net tangible asset value per
Unitrans share, based on the assumptions that:
for purposes of the earnings and headline earnings per share calculations:
6.1 the repurchases were effective for the full financial year ended 30 June
2005; and
6.2 the repurchases were funded out of cash resources on which an after-tax
interest rate of 4,3% would have been earned;
6.3 for purposes of the net asset value and tangible net asset value per share
calculations, the repurchases were effected on 30 June 2005.
The pro forma financial effects have been prepared for illustrative purposes
only, are disclosed in terms of the Listings Requirements of the JSE, and,
because of their nature, do not constitute a representation of the future
financial position, results of operations, changes in equity or cash flows of
Unitrans.
Pro forma Change
after the arising
Audited share from the
Before repurchases share
(cents) (2) (cents) repurchases
(%)
Earnings per share 321,5 (2) 328,1 (5) 2,0
Headline earnings per 343,7 (3) 351,2 (5) 2,2
share
Net asset value per share 1 987 (4) 1 917 (5) (3,5)
Tangible net asset value 1 894 (4) 1 820 (5) (3,9)
per share
1. Extracted from the audited annual financial results of Unitrans for
the year ended 30 June 2005.
2. Based on a weighted average number of 85 729 261 Unitrans shares in
issue during the year ended 30 June 2005 and on an attributable profit of
R275,66 million for the period then ended.
3. Based on a weighted average number of 85 729 261 Unitrans shares in
issue during the year ended 30 June 2005 and on headline earnings of
R294,69 million for the period then ended.
4. Based on 88 192 478 Unitrans shares (excluding treasury shares) in
issue at 30 June 2005.
5. These figures take into account 10 100 Unitrans shares repurchased
under the previous authority at R34 per share after 30 June 2005, being
Unitrans" most recent financial year reporting date.
7. UTILISATION OF REPURCHASED SHARES
The 3 344 390 ordinary shares repurchased since 30 November 2005, together with
the 825 071 shares repurchased under the previous general authority, have been
repurchased by a wholly-owned subsidiary of Unitrans. These shares are
accordingly being held as treasury stock and none of the shares repurchased have
been or will be cancelled.
Johannesburg
15 December 2005
Sponsor
PSG CAPITAL LIMITED
Date: 15/12/2005 11:34:13 AM Produced by the JSE SENS Department
