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Repurchase of shares in Morvest and financial effects
MORVEST BUSINESS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 2003/012583/06)
Share code: MOR ISIN code: ZAE000152567
(“Morvest” or “the Company”)
REPURCHASE OF ORDINARY SHARES IN MORVEST
1. Introduction
In terms of a general authority granted to Morvest or
any of its subsidiaries to repurchase its ordinary
shares by a special resolution passed by Morvest
shareholders at the Annual General Meeting held on 22
November 2011 ("the authority"), a maximum of 135 831
723 ordinary shares (being 20% of the issued share
capital) could be repurchased.
2. Implementation
In terms of paragraph 11.27 of the JSE Limited
(“JSE”) Listings Requirements, Morvest announces that
it has acquired through a series of open market
transactions, 35 483 465 ordinary shares, equivalent
to 5.2% of the issued share capital at the time of
the granting of the authority, for a total
consideration of R7 597 860.96. The repurchases were
carried out between 23 November 2011 and 24 August
2012. The highest price paid was 22 cents per share
and the lowest price paid was 17 cents per share.
The average price paid was 19 cents per share. The
requirements of paragraph 5.72(a) of the JSE Listings
Requirements have been complied with in the
repurchasing of these shares. The extent of the
authority remaining unfulfilled is 100 348 258
ordinary shares, equivalent to 14.8% of the total
number of shares in issue at the time of the
authority being granted.
3. Source of funds
Repurchases to date have been funded from available cash
and it is intended that future purchases will also be
funded from available cash.
4. Opinion of the directors
The directors of Morvest have considered the effect of
the share repurchases and confirm that:
- Morvest 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;
- The consolidated assets of Morvest and its
subsidiaries are in excess of the consolidated
liabilities and will be so or 12 months after this
announcement, measured in accordance with the
accounting policies used in the audited results
for the year ended 31 May 2011;
- The ordinary share capital and consolidated
reserves of Morvest and its subsidiaries will be
adequate for ordinary business purposes for the 12
month period from the date of this announcement;
- The working capital of Morvest and its
subsidiaries will be adequate for ordinary
business purposes for a period of 12 months from
the date of this announcement.
5. Effect on Earnings and Net Asset Value per Share
The table below sets out the unaudited pro forma
financial effects of the share repurchase on Morvest for
the year ended 31 May 2012.
The unaudited pro forma financial effects have been
prepared for illustrative purposes only, and, because of
their nature, may not give a true reflection of the
actual financial effects of the share repurchase. The
pro forma financial effects have been calculated on the
basis set out below and are the responsibility of the
directors.
After
Before
Pro forma
31 May
2012 Adjustments
(cents) (cents) % Change
2.33 2.45 5%
Earnings/Loss per ordinary
share
Headline profit / (loss) 6.81 7.15 5%
per share
35.11 35.91 2%
Net asset value per share
Net tangible asset value 1.44 0.69 (53%)
per share
Number of ordinary shares 679 159 679 159 -
in issue ('000')
Weighted average number of 522 617 497 676 (5%)
ordinary shares in issue
('000')
Assumptions:-
1. The pro-forma adjustments to the statement of
comprehensive income have been calculated on the
assumption that the transaction was completed on 1
June 2011.
2. The pro-forma adjustments to the statement of
financial position have been calculated on the
assumption that the transaction was completed on
31 May 2012.
3. For the calculation of the Net asset value per
share and the Net tangible asset value per share,
the number of treasury shares was eliminated.
6. Treasury shares
All the shares have been repurchased by a subsidiary of
Morvest and are being held as treasury shares. Following
the repurchase of 35 483 465 shares, the Company holds
56 272 499 ordinary shares equivalent to 8.28% in
Treasury. The Company has 622 886 114 ordinary shares
in issue excluding treasury shares. The cancelation and
de-listing of the treasury shares will be considered at
a future date under the provisions of the Companies Act,
No 71 of 2008.
28 August 2012
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 28/08/2012 04:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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