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RLO - Reunert Limited - Repurchase Announcement

Release Date: 14/01/2011 16:55
Code(s): RLO
Wrap Text

RLO - Reunert Limited - Repurchase Announcement Reunert Limited Incorporated in the Republic of South Africa Registration number: 1913/004355/06 ISIN: ZAE000057428 SHARE CODE: RLO ("Reunert" or "the Company" or "the Group") REPURCHASE ANNOUNCEMENT 1. INTRODUCTION Further to the repurchase announcement released on the Securities Exchange News Service of the JSE Limited on 8 December 2010, Reunert herewith announces the repurchase of an additional 5 918 131 (3,0% of its issued ordinary shares) ordinary shares, in accordance with the general authority granted by Reunert shareholders at the annual general meeting held on 2 February 2010 ("the repurchase"). This brings the total number of shares held in treasury to 11 836 337 ordinary shares (6% of the issued ordinary shares at 2 February 2010). 2. AUTHORISED REPURCHASE LIMITS In terms of the special resolution: (a) the general authority is limited to a maximum of 20% of Reunert`s issued ordinary 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 39 564 917 (20% of the ordinary shares in issue at 30 September 2010) 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 5 918 131 Total value of ordinary shares repurchased R395 488 612 Highest price paid per ordinary share R69,68 Lowest price paid per ordinary share R64,79 Average price paid per ordinary share including R66,83 costs The number of ordinary shares which may still be repurchased by the company in terms of the 29 851 952 general authority The percentage of ordinary shares which may still be repurchased by the company in terms of the 15% general authority Ordinary shares in issue on 2 February 2010 197 272 285 Ordinary shares in issue at 30 September 2010 197 824 585 Ordinary shares in issue on date of this 198 539 485 announcement Number of shares held in treasury after the 11 836 337 repurchase (6%) 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 any counter party. The repurchases were made on the following dates:- 2010- 9 December; 10 December; 14 December and 17 December 2011- 7 January; 11 January and 13 January. 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 Reunert have considered the impact of the repurchases and are of the opinion that:- 5.1 Reunert 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 Group`s assets will be in excess of its liabilities 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 Reunert`s ordinary share capital and reserves will be adequate for ordinary business purposes for a period of 12 months from the date of this announcement; and 5.4 the Group`s working capital will be adequate for ordinary business purposes for a period of 12 months from the date of this announcement. 6. FINANCIAL EFFECTS The table below sets out the unaudited pro forma financial effects of the repurchase on earnings per share ("EPS"), headline EPS ("HEPS") and normalised HEPS ("NHEPS"), net asset value ("NAV") and net tangible asset value ("NTAV") per share and diluted EPS, diluted HEPS and diluted NHEPS based on the audited results of the Group for the period ended 30 September 2010. 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 assuming that the repurchase of the 3% had been carried out on 1 October 2009 and because of its nature may not give a fair reflection of the Group`s financial position, changes in equity, results of operations or cash flows after implementation of the repurchase or of the Group`s future earnings. The financial effects of the repurchases are as follows: Before After (note % Change (note A) B) Earnings per share (cents) 503,3 511,8 1,7 Headline earnings per share (cents) 505,5 514,1 1,7 Normalised headline earnings per share 515,7 524,7 1,8 (cents) Net asset value per share (cents) 2 324 2 190 (5,8) Tangible net asset value per share 2 095 1 954 (6,7) (cents) Diluted earnings per share (cents) 498,8 507,3 1,7 Diluted headline earnings per share 501,1 1,7 (cents) 509,6 Diluted normalised headline earnings per share 511,1 520,1 1,8 (cents) Notes A. Based on Reunert`s audited group results for the year ended 30 September 2010. B. The financial effects are calculated based on the assumption that the repurchases had been carried out on 1 October 2009 and that the shares acquired were included in treasury shares from that date. C. Adjustments to EPS, HEPS and NHEPS for the year ended 30 September 2010 and NAV and NTAV per share at 30 September 2010 have been made on the assumptions that: C.1 the repurchase was effective on 1 October 2009; C.2 the cash consideration of R395 million was financed out of available cash resources earning interest at an average interest rate of 5.75%; C.3 a company tax rate of 28% was applied; C.4 a saving of R1,5 million in secondary tax on companies was made; and C.5 cash saving of R15 million on dividends together with the interest thereon was made. 7. JSE LISTING As all the ordinary shares have been repurchased by a wholly-owned subsidiary of Reunert, none of the ordinary shares will be cancelled nor will the JSE listing in respect of those shares be terminated. Sandton 14 January 2011 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 14/01/2011 16:55:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.