|
ACD
ACD
ADC - Specific Repurchase Of ADC Shares And Cautionary Announcement
Alliance Data Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1997/013402/06)
(JSE Code: ACD & ISIN: ZAE000065165)
("ADC" or "the company")
Warning: The listing of ordinary shares in the company is on ALTx. Investors
are advised of the risks of investing in a company listed on ALTx. Investors are
advised that the JSE does not guarantee the viability or the success of a
company listed on ALTx. In terms of the Listings Requirements, the company is
obliged to appoint and retain a Designated Adviser, which is required to, inter
alia, attend all board meetings held by the company to ensure that all the
Listings Requirements and applicable regulations are complied with, approve the
Financial Director of the company and guide the company in a competent,
professional and impartial manner. If the company fails to retain a Designated
Adviser, it must make arrangements to appoint a new Designated Adviser within 10
business days, failing which the company faces suspension of trading of its
securities. If a Designated Adviser is not appointed within 30 days of its
suspension, the company faces the termination of its listing without the
prospect of an appropriate offer to minority shareholders.
SPECIFIC REPURCHASE OF ADC SHARES AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
ADC has agreed, subject to the conditions set out below, to repurchase 2 000 000
ADC ordinary shares ("specific repurchase of ADC shares") from Carl Mulock-
Houwer ("the seller").
2. TERMS
The purchase consideration for the ADC shares is 58.75 cents per share, which is
at a 35% discount to the volume weighted average traded price at which the ADC
ordinary shares traded for the 30 trading days immediately preceding 31 January
2006, being the date on which the agreement to effect the repurchase was
concluded.
The total purchase consideration for the ADC shares is R1 175 000. No interest
will be applicable.
ADC will acquire the ADC shares immediately after the requisite shareholder
approval is obtained in respect of the repurchase. To the extent the ADC shares
are acquired by ADC, the ADC shares will be cancelled and their listing
terminated.
3. CONDITIONS
The repurchase is a specific repurchase and as such is subject to approval being
given at the general meeting referred to below in terms of a special resolution
by ADC shareholders, other than the seller and its associates.
The repurchase is subject to compliance by ADC with all regulatory requirements
including, without limitation, the rules of the JSE Limited and all relevant
provisions of the Companies Act 61 of 1973.
4. FINANCIAL EFFECTS ON ADC
The unaudited pro forma financial effects are provided for illustrative purposes
only to provide information about how the specific repurchase of ADC ordinary
shares may have impacted on ADC"s results and financial position. Due to the
nature of the unaudited pro forma financial information, it may not give a fair
presentation of the ADC"s results and financial position after the specific
repurchase of ADC ordinary shares. The unaudited pro forma financial effects
are based on the unaudited interim results for 31 August 2005. The directors of
ADC are responsible for the preparation of the unaudited pro forma financial
effects.
Unaudited Pro Forma % Change
interim unaudited
results 31 after the
August 2005 specific
repurchase
transaction
31 August
2005
Earnings per share 10.56 11.30 7.1
(cents)(1)
Headline earnings per share 10.56 11.30 7.1
(cents) (2)
Net asset value per share 187.73 200.20 6.7
("NAV")(cents) (3)
Net tangible asset value 31.12 28.43 (8.7)
per share ("NTAV") (cents)
(3)
Shares in issue (000) 22 200 20 500
Notes
1. The financial effects set out above are based on ADC"s unaudited interim
results for the six months ended 31 August 2005.
2. The earnings and headline per share are based on the assumptions that the
repurchase was effective 1 March 2005 and that surplus cash resources were
utilised to fund the repurchase resulting in a loss of interest at 7% per annum
and a tax rate of 29% was utilized.
3. The NAV and NTAV are based on the assumption that the repurchase was
effective 31 August 2005.
5. CIRCULAR AND GENERAL MEETING
ADC will issue a circular in due course to its shareholders setting out the
details of the specific repurchase and including a notice convening a general
meeting for the purpose of considering and, if deemed fit, approving all
resolutions necessary to implement the specific repurchase of ADC ordinary
shares.
6. CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company has entered into negotiations, which
if successfully concluded may have a material effect on the price of the
company"s securities. Accordingly, shareholders are advised to exercise caution
when dealing in the company"s securities until a full announcement is made.
Johannesburg
3 February 2006
Designated Adviser
Exchange Sponsors (Proprietary) Limited
Date: 03/02/2006 02:45:07 PM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
