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Repurchase Announcement
EQSTRA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/011672/06)
ISIN: ZAE000117123
JSE share code: EQS
("Eqstra" or “the Company”)
REPURCHASE ANNOUNCEMENT
1. INTRODUCTION
Eqstra herewith announces that since announcing it’s annual results on SENS on 20
August 2012, the Company has repurchased 4 916 774 ordinary shares in the open
market. This brings the total shares repurchased by the Company and its subsidiaries,
which is in accordance with the general authority granted by Eqstra shareholders at the
annual general meeting held on 16 November 2011 (“the repurchase”), to 13 897 605
ordinary shares (3.2% of the issued ordinary shares).
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
(a) the general authority is limited to a maximum of 5% of Eqstra’s issued share
capital; and
(b) any repurchase may not be made at a price greater than 10% above the weighted
average of the market value of the ordinary shares for the five business days
immediately preceding the date of such repurchase.
A maximum of 21 433 420 ordinary shares could be repurchased in terms of the general
authority obtained from shareholders.
3. IMPLEMENTATION
Details are as follows:-
Total number of ordinary shares repurchased 13 897 605
Total value of ordinary shares repurchased R98 406 437.11
Highest price paid per ordinary share R7.25
Lowest price paid per ordinary share R6.72
Volume weighted average price paid per ordinary share including R7.13
costs
The number of ordinary shares which may still be repurchased by 7 535 815
the company in terms of the general authority
The percentage of ordinary shares which may still be repurchased by 1.8%
the company in terms of the general authority
Ordinary shares in issue on 16 November 2011 428 668 392
Ordinary shares in issue on date of this announcement 423 751 618
Number of shares held in treasury after the repurchase (remains 8 980 831
unchanged)
The repurchases were effected through the order book operated by the JSE Limited
(“JSE”) and done without any prior understanding or arrangement between the Company
and the counter party. None of the repurchases were made at a price greater than 10%
above the weighted average of the market value of the ordinary shares for the five
business days immediately preceding the date of such repurchase.
The repurchases were effected between 16 May 2012 to 10 September 2012.
4. SOURCE OF FUNDS
Repurchases to date have been, and future repurchases will also be, funded from available
cash resources.
5. OPINION OF THE DIRECTORS
The directors of Eqstra have considered the impact of the repurchases and are of the
opinion that:-
5.1 Eqstra and the group will be able, in the ordinary course of business, to pay its
debts for a period of 12 months from the date of this announcement;
5.2 the assets of Eqstra and the group will be in excess of the liabilities of the
Company and the group for a period of 12 months after the date of this
announcement, measured in accordance with the accounting policies used in the
last published financial statements;
5.3 the ordinary share capital and reserves of Eqstra and the group will be adequate for
ordinary business purposes for a period of 12 months from the date of this
announcement; and
5.4 the working capital of Eqstra and the group will be adequate for ordinary business
purposes for a period of 12 months from the date of this announcement.
6. FINANCIAL EFFECTS
The unaudited pro forma financial effects are the responsibility of the directors and have
been prepared for illustrative purposes only to provide information about how the
repurchase may impact shareholders on the relevant reporting date being 30 June 2012
and because of its nature may not give a fair reflection of the Company’s financial
position, changes in equity, results of operations or cash flows after implementation of the
repurchase or of the Company’s future earnings.
The table below sets out the unaudited pro forma financial effects of the total repurchase
on basic and diluted earnings per share (“EPS”) and headline EPS from continuing
operations and the net asset value and net tangible asset value per share based on the
audited results of the Company for the year ended 30 June 2012:
Per Eqstra share Before the After the Change (%) Notes
repurchase repurchase
(cents)1 (cents)2
Basic earnings 89.4 91.5 2.4% 3, 4, 6
Diluted basic earnings 88.0 90.1 2.3% 3, 4, 6
Headline earnings 77.2 79.0 2.3% 3, 4, 6
Diluted headline earnings 76.0 77.7 2.2% 3, 4, 6
Net asset value 691.9 706.8 2.2% 4, 5, 7
Tangible net asset value 680.0 694.6 2.1% 4, 5, 7
Number of shares in issue 428.7 414.8 (3.2%)
Weighted average number of 419.6 406.3 (3.2%)
share in issue (million)
Diluted weighted average 426.1 412.8 (3.1%)
number of shares in issue
(million)
Notes and assumptions to the unaudited pro forma financial effects:
1. The “Before the repurchase” column reflects:
– the basic earnings, diluted basic earnings, headline earnings and diluted headline
earnings per Eqstra share for the year ended 30 June 2012 based on a weighted
average number of shares of 419 635 425 and a diluted weighted average number of
shares of 426 100 363; and
– the net asset value and the tangible net asset value per Eqstra share as at 30 June
2012 based on the total number of shares in issue of 428 668 392.
2. The “After the repurchase” column is based on the assumption that 13 897 605 ordinary
shares were repurchased for a total consideration of R99.1 million (including
transaction costs) with effect from 1 July 2011 for earnings per share and with effect
from 30 June 2012 for net asset value and tangible net asset value per share purposes.
3. Earnings have been decreased by the net finance income (after taxation of 28%) which
is assumed to be lost in respect of the repurchase of R3.2 million which is based on an
assumed interest rate of 4.5%. The total income effect is expected to be of a continuing
nature.
4. Net transaction costs are included in the value of shares repurchased.
5. As R64.7 million of the repurchase was included in the annual results, cash and cash
equivalents have been decreased by a further amount of R34.4 million to reflect the
cash utilised for the repurchase subsequent to year-end. The repurchase is assumed to
be funded from existing cash and cash equivalents.
6. The weighted average number of shares and diluted weighted average number of shares
have been adjusted by 13 308 770 share being the 13 897 605 ordinary shares
repurchased less the weighting for the share already purchased before year-end of
588 835 shares.
7. The ordinary number of shares in issue have been adjusted by 13 308 770.
8. No adjustment has been made for any dividend during the period or the interest saving
thereon for the repurchased shares.
7. JSE LISTING
8 980 831 of the ordinary shares have been repurchased by a wholly-owned subsidiary of
Eqstra as treasury shares and these ordinary shares will not be cancelled nor will the JSE
listing in respect of these shares be terminated.
The remaining 4 916 774 ordinary shares that have been repurchased had been cancelled
and de-listed at date of this announcement.
Kempton Park
14 September 2012
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 14/09/2012 12:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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