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Announcement regarding the repurchase of securities
BUSINESS CONNEXION GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Share code: BCX: ISIN: ZAE000054631
("BCX" or “the Company”)
ANNOUNCEMENT REGARDING THE REPURCHASE OF SECURITIES
1. INTRODUCTION
In terms of section 5.79 and 11.27 of the Listings Requirements of the JSE Limited (“JSE”) (“JSE
LR”), BCX shareholders are advised that the Company has concluded a general repurchase of
12 225 318 BCX ordinary shares (“Shares”), which represent 3.02% of the issued shares of the
Company, on the open market of the JSE (“Repurchase”). The Repurchase was effected in
accordance with the general authority approved by BCX’s shareholders at the annual general
meeting held on 14 January 2013 and 16 January 2014 to repurchase up to 20% of the Company’s
issued shares (“General Authority”). The Repurchase was funded from available cash resources.
2. INFORMATION PERTAINING TO THE REPURCHASE
Dates of repurchases of securities: 24, 25, 26 and 28 November 2013; and
7, 12 and 17 February 2014
Highest price paid per Share: R5.92
Lowest price paid per Share: R5.25
Number of Shares repurchased: 12 225 318
Value of Shares repurchased: R70 322 643.09
The number of Shares which may still be repurchased
by the Company in terms of the General Authority 68 769 176
The percentage of Shares which may still be repurchased
by the Company in terms of the General Authority 16.98%
Total shares in issue as at the date of this announcement 404 972 468
3. OPINION OF THE DIRECTORS
The directors of BCX confirm that, after considering the effect of the repurchase, for a period of
12 months after the date of this announcement:
- BCX and the Group will be able in the ordinary course of business to pay its debts;
- the assets of BCX and the Group will be in excess of the liabilities of BCX and the Group;
- the share capital and reserves of BCX and the Group will be adequate for ordinary business
purposes;
- the working capital of BCX and the Group will be adequate for ordinary business purposes;
and
- the Company will satisfy the solvency and liquidity test as set out in the Companies Act No.71
of 2008.
The directors of BCX further confirm that paragraph 5.72(a) of the JSE LR has been complied with.
4. PRO FORMA FINANCIAL EFFECTS OF THE REPURCHASE
The unaudited pro forma financial effects of the Repurchase (“Financial Effects”) have been based on
BCX’s audited consolidated financial statements for the year ended 31 August 2013. The Financial
Effects are prepared for illustrative purposes only and because of their nature, may not fairly present
BCX’s financial position, changes in equity, results of operations or cash flows. The Financial Effects
are the responsibility of BCX’s directors.
Unadjusted Pro forma After the
financial financial effects of Repurchase
information as at the Repurchase
31 August 2013 (Column 2)
(Column 1)
Earnings per share (“EPS”) 44.7 1.4 46.1
Diluted EPS (cents) 44.5 1.4 45.9
Headline EPS (“HEPS”) (cents) 34.2 1.1 35.3
Diluted HEPS (cents) 34.1 1.1 35.1
Net asset value (“NAV”) (cents) 551.2 17.3 533.9
Tangible NAV (“TNAV”) (cents) 354.7 17.3 337.4
Number of shares in issue (including
treasury shares) 404 972 468 - 404 972 468
Treasury shares 3 010 183 12 225 318 15 235 501
Weighted average number of shares
in issue 400 569 851 (12 225 318) 388 344 533
Diluted weighted average number of
shares in issue 402 601 921 (12 225 318) 390 376 603
Notes:
1. The information set out in column 1 has been extracted from BCX’s audited consolidated
financial statements for the year ended 31 August 2013.
2. The Financial Effects on EPS, diluted EPS, HEPS and diluted HEPS as set out in Column 2 were
prepared on the following assumptions:
i. the Repurchase was concluded in full on 1 September 2012;
ii. treasury shares increased with 12 225 318 subsequent to the Repurchase; and
iii. the Repurchase was financed using available cash resources.
3. The Financial Effects of NAV and TNAV as set out in Column 2 were prepared on the following
assumptions:
i. the Repurchase was concluded in full on 31 August 2013; and
ii. cash and cash equivalents would decrease by R70 322 643.
Midrand
19 February 2014
Sponsor
One Capital
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