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Share repurchase threshold achieved
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 in terms of a special resolution passed by
Morvest shareholders at the Annual General Meeting
held on 29 November 2012 ("the authority"), a maximum
of 135 831 723 ordinary shares (being 20% of the
issued share capital) has been authorised to 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, 20 374 758 ordinary shares, equivalent
to 3% of the issued share capital at the time of the
granting of the authority, for a total consideration
of R3 717 453.74. The repurchases were carried out
between 25 January 2013 and 30 May 2013. The highest
price paid was 19 cents per share and the lowest
price paid was 18 cents per share. The average price
paid was 18 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 115 456 964 ordinary shares,
equivalent to 17% 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 for 12 months after
this announcement, measured in accordance with the
accounting policies used in the audited results
for the year ended 31 May 2012;
- 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
30 Nov
2012 Adjustments
(cents) (cents) % Change
(0.62) (0.63) 1.8%
Earnings/Loss per ordinary
share
Headline profit / (loss) 5.20 5.29 2%
per share
34.71 34.98 0.79%
Net asset value per share
Net tangible asset value 5.77 5.30 (8.01%)
per share
Number of ordinary shares 679 159 679 159 -
in issue (‘000’)
Weighted average number of 493 141 484 502 (2.71%)
ordinary shares in issue
(‘000’)
Assumptions:-
1. The “Before” column reflects the reviewed results
of Morvest for the period ended 30 November 2012.
The pro-forma adjustments to the statement of
comprehensive income have been calculated on the
assumption that the transaction was completed on 1
June 2012.
2. The pro-forma adjustments to the statement of
financial position have been calculated on the
assumption that the transaction was completed on
30 November 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.
4. Morvest repurchased 20 374 758 shares in the open
market at an average price of R0.18 per share to
the value of R3,7 million.
5. Morvest cancelled and delisted 18 407 274 shares
at an average price of R0.18 per share to the
value of R3,36 million.
6. The number of ordinary shares in issue reduced
from 679 159 000 to 660 752 000.
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 20 374 758 shares and the cancellation
and delisting of 18 407 274 shares the Company holds 58
239 983 ordinary shares equivalent to 8.81%in Treasury.
The Company has 602 511 356 ordinary shares in issue
excluding treasury shares. The cancelation and de-
listing of the remaining treasury shares will be
considered at a future date under the provisions of the
Companies Act, No 71 of 2008.
31 May 2013
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 31/05/2013 02:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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