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Seardel Investment Corporation Limited - Specific Repurchase Of Seardel Shares
And "N" Ordinary Shares
Seardel Investment Corporation Limited
Registration no. 1968/011249/06
Share Code: SER ISIN Code: ZAE000029815
Share Code: SRN ISIN Code ZAE000030144
("Seardel")
SPECIFIC REPURCHASE OF SEARDEL SHARES AND "N" ORDINARY SHARES
1. INTRODUCTION
Shareholders are referred to the announcement on SENS on 7 November 2005 and in
the press on 8 November 2005 in relation to the repurchase by Seardel of
1 619 419 of it ordinary shares and 20 706 993 of its "N" ordinary shares from
Daun & Cie AG ("the transaction").
The financial effects of the transaction of Seardel shareholders and the salient
dates and time applicable to the transaction are set out below.
2. FINANCIAL EFFECTS
Set out in the table below are the pro forma financial effects of the
transaction, based on Seardel"s results for the year ended 30 June 2005. The pro
forma financial effects have been prepared for illustrative purposes only to
provide information on how the transaction may have impacted on the results and
financial position of Seardel. Because of their nature, the pro forma financial
effects may not give a fair reflection of Seardel"s financial position after the
transaction, or the effect on future earnings. The pro forma financial effects
are the responsibility of Seardel"s directors.
Historical Pro forma Change after
before the after the the
repurchase repurchase repurchase
(cents) (cents) (%)
Earnings per share 45.3 49.3 8.8
Headline earnings per share 35.9 37.8 5.2
Net asset value per share ("NAV") 1 142 1 309 14.6
Net tangible asset value per 1 142 1 309 14.6
share ("NTAV")
Notes
1. The financial effects set out above are based on Seardel"s audited results
for the twelve months ended 30 June 2005.
2. Earnings and headline earnings per share are based on the following
assumptions:
- the repurchase was effective 1 July 2004;
- cash resources were utilised to fund the repurchase of shares. The
resultant loss of interest income was calculated at the call rate of 8.5% p.a.,
pre-tax;
- a corporate tax rate of 29% was utilised;
- the saving in Secondary Tax on Companies is based on a dividend per share
of 14 cents;
- a Secondary Tax on Companies rate of 12.5% was utilised;
the number of shares in issue are as follows:
Total Ordinary "N" shares
Issued shares 117 397 124 25 962 843 91 434 281
Treasury shares (2 363 525) (1 056 740) (1 306 785)
Issued shares per 115 033 599 24 906 103 90 127 496
published results
Adjustment for repurchase (22 326 412) (1 619 419) (20 706 993)
of shares
Pro forma after the share 92 707 187 23 286 684 69 420 503
repurchase
- earnings and headline earnings per share have been calculated utilising the
weighted average number of shares in issue for the twelve months ended 30 June
2005.
3. NAV and NTAV are based on the following assumptions:
- the repurchase was effective 30 June 2005;
- 23 286 684 ordinary shares and 69 420 503 "N" shares are in issue after the
repurchase; and
- cash resources were utilised to fund the repurchase.
4. SALIENT DATES
The salient dates and times of the transaction are set out below:
Circular posted to shareholders Thursday, 15 December 2005
Last day to lodge forms of proxy in Tuesday, 10 January 2006
respect of general meeting by 11:00 on
General meeting of Seardel shareholders Thursday, 12 January 2006
at 11:00 on
Results of general meeting published on Thursday, 12 January 2006
SENS
Results of general meeting published in Friday, 13 January 2006
the press
Seardel ordinary shares and Seardel "N" Monday, 16 January 2006
ordinary shares to be repurchased on or
about
Seardel ordinary shares and Seardel "N" Tuesday, 17 January 2006
ordinary shares to be de-listed on or
about
The abovementioned dates and times are subject to change. Any changes will be
announced in the press and on SENS.
Cape Town
15 December 2005
Corporate advisor and sponsor to Seardel
Java Capital (Proprietary) Limited
Reporting accountants
KPMG Inc.
Date: 15/12/2005 01:13:33 PM Produced by the JSE SENS Department
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