Repurchase of treasury shares
Indequity Group Limited
Incorporated in the Republic of South Africa
Registration number 1998/015883/06
Share code: IDQ ISIN Code ZAE000016606
(“Indequity” or “the Company” or “the Indequity Group”)
REPURCHASE OF TREASURY SHARES
1. INTRODUCTION
Indequity Specialised Insurance Limited (“Indequity Insurance”), a wholly owned subsidiary of
Indequity, holds 1 316 000 ordinary shares in the issued share capital of Indequity (“Treasury
Shares”). The Treasury Shares constitute 10% of Indequity’s issued ordinary share capital and were
repurchased over a period of time from 4 November 1998 to 31 July 2013 in terms of general
authorities to repurchase shares granted to Indequity and its subsidiaries by Indequity shareholders
(“Shareholders”) at each of the annual general meetings of the Company from the date of listing,
being 4 November 1998.
Shareholders are advised that Indequity has undertaken a specific repurchase of 655 000 of the
Treasury Shares at a price of R4.90 per share (“the Repurchase”). The total consideration paid by
Indequity in respect of the Repurchase is R3.2 million.
The Repurchase was authorised by the board of directors of Indequity (“the Board”) on Monday, 5
August 2013, subject to the approval by the JSE Limited (“JSE”) in respect of the cancellation of the
repurchased Treasury Shares. The Repurchase was concluded on Thursday, 15 August 2013 and
constitutes a repurchase of 4.97% of the issued ordinary share capital of Indequity in terms of
paragraph 5.69 of the Listings Requirements of the JSE (“the Listings Requirements”).
2. SOURCE OF FUNDS
The Repurchase was funded out of the proceeds from a cash dividend declared by Indequity
Insurance to Indequity Insurance Holdings Limited (“Indequity Holdings”), a wholly owned subsidiary
of Indequity and the holder and beneficial owner of 100% of the issued share capital of Indequity
Insurance. Indequity Holdings in turn declared a cash dividend to Indequity.
3. PRO FORMA FINANCIAL EFFECTS
As the Repurchase constitutes a repurchase of Treasury Shares, the Repurchase will have no
financial effect on the Company and, therefore, no pro forma financial effects have been presented.
4. STATEMENT BY THE DIRECTORS
Having considered the effect of the Repurchase, the Board is of the opinion that:
- the Company and the Indequity Group will be able, in the ordinary course of business, to pay its
debts for a period of twelve months after the date of this announcement;
- the assets of the Company and the Indequity Group will be in excess of the liabilities of the
Company and the Indequity Group for a period of twelve months after the date of this
announcement. For this purpose, the assets and liabilities have been recognised and
measured in accordance with the accounting policies used in the latest audited consolidated
annual financial statements of the Indequity Group;
- the share capital and reserves of the Company and the Indequity Group will be adequate for
ordinary business purposes for a period of twelve months after the date of this announcement;
and
- the working capital of the Company and the Indequity Group will be adequate for ordinary
business purposes for a period of twelve months after the date of this announcement.
The Board has passed a resolution to the effect that subsequent to the Repurchase the solvency and
liquidity test will be satisfied by the Indequity Group and that there will be no subsequent material
change to the financial position of any company in the Indequity Group
5. Listing on the JSE of the repurchased Treasury Shares
Indequity has applied for the delisting of the repurchased Treasury Shares on the JSE, subsequent
to which the relevant Treasury Shares will be cancelled.
Following the Repurchase, Indequity Insurance will hold 661 000 Treasury Shares constituting 5.28%
of the total issued ordinary share capital of Indequity.
Johannesburg
16 August 2013
Sponsor:
KPMG Services (Pty) Ltd
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