| Wed 8 Feb 2006, 17:15 | | Remgro - Specific Repurchase |
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REM
REM
Remgro - Specific Repurchase
REMGRO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1968/006415/06)
SHARE CODE: REM
ISIN: ZAE000026480
("Remgro" or "the Company")
Specific repurchase in terms of section 85 of the Companies Act 1973 (Act 61 of
1973), as amended, ("the Act") by Remgro of its own ordinary shares held by
Partnership in Mining Limited, Tegniese Mynbeleggings Limited and Remgro
Investments (Proprietary) Limited, all of which companies are wholly owned
subsidiaries ("the subsidiaries")
1. Introduction and rationale for the specific repurchase
Since 26 July 2002 Remgro has been purchasing its own shares through the
subsidiaries. The purchases were conducted in terms of general authorities
granted annually to Remgro and each of the subsidiaries by their respective
shareholders.
At the last practicable date, the 37 691 443 Remgro ordinary shares ("treasury
shares") held by the subsidiaries, constituted 7.75% of the entire issued share
capital of Remgro. In terms of section 89 of the Act, subsidiaries may only hold
up to a maximum of 10% of the aggregate of the number of issued shares of their
holding company. Due to the fact that the number of the treasury shares is
approaching this 10% threshold, Remgro"s ability to continue to purchase its own
shares through its subsidiaries is limited. In order to create new capacity for
Remgro to purchase further Remgro shares through its subsidiaries, the board has
resolved that Remgro should purchase the treasury shares from the subsidiaries.
The treasury shares will, following their purchase, be cancelled as issued
shares and restored to the status of authorised shares. The cancellation of the
treasury shares, following their purchase, will not place the Company in breach
of the spread regulations of the JSE Limited ("JSE").
2. The specific repurchase
The specific repurchase will be performed at a price of R120.00 per Remgro
ordinary share, being the closing share price for Remgro on the JSE on 17
January 2006. The specific repurchase will have no financial effect on Remgro or
its shareholders, other than in respect of transaction costs that are normally
incurred in transactions of this nature, namely uncertificated securities tax,
insider trading levies, broker"s fees, value-added tax and the STRATE settlement
fee. As this repurchase is intra-group no cash will be utilised for the specific
repurchase. Application will be made to the JSE for the delisting of the
treasury shares once they have been repurchased.
3. Conditions
The repurchase is a specific repurchase in terms of section 85 of the Act and as
such is subject to approval being given at the general meeting referred to below
in terms of a special resolution by Remgro shareholders. In terms of the
Listings Requirements and the provisions of the Act the subsidiaries will be
excluded from voting on the special resolution of shareholders required to
authorise the specific repurchase.
4. Circular and general meeting
A circular has been posted to shareholders today, 8 February 2006 including a
notice convening a general meeting to be held at 10:00 on Thursday 2 March 2006,
in the Conservatory, House of JC Le Roux, Devon Valley Road, Stellenbosch, for
the purpose of considering and if deemed fit approving all resolutions necessary
to implement the repurchase.
Stellenbosch
8 February 2006
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Hofmeyr Herbstein & Gihwala Inc.
Date: 08/02/2006 05:15:03 PM Produced by the JSE SENS Department
