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Repurchase Announcement
Cadiz Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1997/007258/06
ISIN: ZAE000017661
JSE Share code: CDZ
("Cadiz" or "the company" or “the group”)
REPURCHASE ANNOUNCEMENT
INTRODUCTION
Cadiz herewith announces the repurchase of 7 613 538 Cadiz ordinary shares
(3.0% of the issued ordinary shares) since and in accordance with the
general authority granted by Cadiz shareholders at the annual general
meeting held on 5 September 2013 (“the repurchase”).
AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
(a) the general authority is limited to a maximum of 15 000 000
Cadiz ordinary shares; 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.
IMPLEMENTATION
Details are as follows:-
Total number of ordinary shares repurchased 7 613 538
Total value of ordinary shares repurchased R8 769 718
Highest price paid per ordinary share R1.22
Lowest price paid per ordinary share R1.02
Average price paid per ordinary share including costs R1.15
The number of ordinary shares which may still be repurchased
by the Company in terms of the general authority 7 386 462
Company in terms of the general authority
The percentage of ordinary shares which may still be
repurchased by the Company in terms of the general authority 3.0
Ordinary shares in issue on 5 September 2013 253 275 806
Ordinary shares in issue on date of this announcement 245 823 118
Number of shares held in treasury after the repurchase
-Held by Cadiz Management Services 12 073 989
-Held to be awarded to participants of Restricted Share Plan 481 461
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 parties.
The repurchases were effected on the following dates:
Purchase date Shares Purchase date Shares
09 September 2013 1 000 10 January 2014 75 000
10 September 2013 15 000 13 January 2014 1 500
11 September 2013 475 14 January 2014 335 535
13 September 2013 1 985 15 January 2014 96 997
18 November 2013 34 455 16 January 2014 90 993
19 November 2013 20 950 17 January 2014 348 300
20 November 2013 74 000 20 January 2014 8 829
21 November 2013 12 598 21 January 2014 93 885
26 November 2013 187 161 22 January 2014 500
27 November 2013 12 500 23 January 2014 712 331
28 November 2013 5 000 27 January 2014 484 455
29 November 2013 158 336 10 February 2014 339 075
02 December 2013 5 000 12 February 2014 25 700
03 December 2013 27 800 14 February 2014 419 819
04 December 2013 653 000 20 February 2014 2 000 000
09 December 2013 80 000 25 February 2014 62 500
11 December 2013 335 605 26 February 2014 287 500
07 January 2014 40 000 06 June 2014 300 000
09 January 2014 84 293 09 June 2014 181 461
SOURCE OF FUNDS
Repurchases to date have been, and future repurchases will also be, funded
from available cash resources.
OPINION OF THE DIRECTORS
The directors of Cadiz have considered the impact of the repurchases and are
of the opinion that:-
* Cadiz 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;
* the assets of Cadiz 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;
* the ordinary share capital and reserves of Cadiz and the group will be
adequate for ordinary business purposes for a period of 12 months from the
date of this announcement; and
* the working capital of Cadiz and the group will be adequate for ordinary
business purposes for a period of 12 months from the date of this
announcement.
FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
repurchase on earnings per share (“EPS”), headline EPS (“HEPS”), net asset
value (“NAV”) and net tangible asset value (“NTAV”) per share and diluted
EPS and HEPS based on the audited results of the Company for the year ended
31 March 2014.
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 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 financial effects of the repurchases are as follows:
Before After
(note¹) (note²) Change
%
Earnings per share (cents) 2.5 2.5 0.0%
Headline earnings per share (cents) 2.7 2.6 (3.7%)
Net asset value per share (cents) 290.6 296.8 2.1%
Tangible net asset value per share (cents) 177.3 179.5 1.2%
Fully diluted earnings per share (cents) 2.5 2.5 0.0%
Fully diluted headline earnings per share
(cents) 2.7 2.6 (3.7%)
Note 1: Based on Cadiz’ audited results for the year ended 31 March 2014.
Note 2: The financial effects are calculated based on the assumption that
the repurchases had been carried out on 1 April 2013 for income statement
effect purposes (and that the shares acquired were included in treasury
stock from that date) and on 31 March 2014 for balance sheet effect
purposes.
JSE LISTING
7 132 077 of the ordinary shares repurchased were cancelled and de-listed on
27 September 2013 and 3 March 2014. The remaining 481 461 ordinary shares
repurchased will be awarded to staff under the Restricted Share Plan.
Cape Town
11 June 2014
Sponsor
Investec Bank Limited
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