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TRUWORTHS INTERNATIONAL LIMITED - REPURCHASE OF SHARES
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
("Truworths International "or "the company")
Share Code: TRU
ISIN: ZAE000028296
REPURCHASE OF SHARES
1. INTRODUCTION
Truworths International hereby announces the repurchase of 13 838 659 of its own
shares by way of open market transactions on the JSE Securities Exchange South
Africa ("JSE"). Of these shares, 13 612 454 were acquired in the prior financial
year, during December 2001 and April 2002, and 226 205 were acquired in the
current financial year, during March and April 2003.
The transactions were executed in accordance with the general authority
originally granted to the directors by special resolution of shareholders taken
at the annual general meeting held on 25 October 2001 and subsequently renewed
at the annual general meeting held on 6 November 2002 ("the repurchase").
The shares repurchased constituted 3% of the 461 288 664 shares of the company
in issue on the date that the general authority was originally granted. The
repurchase has been effected by Truworths Limited, the company"s wholly owned
subsidiary, which intends holding the shares as treasury stock for long-term
investment purposes.
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution and the Listings Requirements of the JSE:
(a) the general authority limits repurchases to a maximum of 20% of
the company"s shares in issue at the time the authority is
granted, per financial year; and
(b) no repurchase may be made at a price more than 10% above the
weighted average of the market price of the company"s shares on
the JSE for the five business days immediately preceding the date
of such repurchase.
A maximum of 93 520 571 shares can be repurchased in the current financial year
in terms of the said general authority.
3. IMPLEMENTATION
Total number of shares repurchased 13 838 659
Total price of shares repurchased R68,1 million
Highest price paid per share 590 cents
Lowest price paid per share 460 cents
Weighted average price paid per share 492 cents
Shares which may still be repurchased in the current
financial year in terms of the general authority:
number 93 294 366
percentage 19,95
Actual number of shares in issue on 1 July 2002 467 602 856
Actual number of shares in issue on 31 December 2002 473 338 659
The repurchase was effected as market conditions allowed over the period 10
December 2001 to 2 April 2003, except for the "closed periods", at financial
year and half-year end prior to the announcement of the company"s annual and
interim results.
4. OPINION OF THE DIRECTORS
The directors of Truworths International have considered the impact of the
repurchase and are of the opinion that for a period of 12 months after the date
of this announcement:
4.1 the company and the group will be able, in the ordinary course of
business, to pay their debts;
4.2 the consolidated assets of the company and its subsidiaries will
exceed the consolidated liabilities, such assets and liabilities
being measured in accordance with the accounting policies used in
the audited financial statements for the year ended 30 June 2002;
4.3 the share capital and consolidated reserves of the company and
its subsidiaries will be adequate for the group"s business;
4.4 the working capital of the company and its subsidiaries will be
adequate for the group"s requirements.
5. JSE LISTING
As the repurchase has been effected by a wholly owned subsidiary of the company,
the shares repurchased have neither been cancelled, nor has their listing on the
JSE been terminated.
6. FINANCIAL EFFECTS
The earnings and net asset values per share and numbers of shares in issue, as
reported in the unaudited interim report for the period ended 31 December 2002
as well as before and after the repurchase are as follows:
Statistics Reported Before After %
at repurchase repurchase Change
31/12/02 B A B to A
In cents per share:
Earnings 39,7 39,2 39,8 1,5
Headline earnings 39,6 39,0 39,6 1,5
Net asset value 259,2 266,4 259,0 (2,8)
Tangible net asset value 259,2 266,4 259,0 (2,8)
In millions:
Weighted average shares 454,9 468,5 454,6 (3,0)
Pro forma shares 459,7 473,3 459,5 (2,9)
Notes and assumptions:
- The statistics set out in the "Reported" column are as reflected in the
company"s unaudited interim report for the six months ended 31 December 2002.
These statistics incorporate the financial effects of the 13 612 454 shares
repurchased for a consideration of R66 781 000 during the prior financial year.
- The illustrative statistics set out in the "Before" column have been
calculated by adjusting the "Reported" statistics to reflect what these would
have been at 31 December 2002 had the 13 612 454 shares not been repurchased
during the prior financial year.
- The illustrative financial effects of the repurchase reflected in the "After"
column are calculated at 31 December 2002. These calculations assume that all 13
838 659 shares were repurchased on 1 July 2002 and that after-tax interest
income on the group"s cash resources was reduced by 8,75% per annum calculated
on the total price of the shares repurchased.
- For the purposes of calculating the earnings and headline earnings per share
statistics reflected in the "Before" column, the weighted average number of
shares actually in issue at 31 December 2002 has been used.
- For the purposes of calculating the net asset value and tangible net asset
value per share statistics reflected in the "Before" column, the pro forma
number of shares in issue, being the actual number of shares in issue at 31
December 2002, has been used.
- For the purposes of calculating the earnings and headline earnings per share
statistics reflected in the "After" column, the weighted average number of
shares actually in issue at 31 December 2002 reduced by the weighted average
number of shares repurchased, has been used.
- For the purposes of calculating the net asset value and tangible net asset
value per share statistics reflected in the "After" column, the pro forma number
of shares in issue, being the actual number of shares in issue at 31 December
2002 reduced by the total number of shares repurchased, has been used.
7. SOURCE OF FUNDS
The repurchase was funded from the group"s cash resources.
Cape Town
3 April 2003
DIRECTORS: MS Mark(Chairman and CEO)*,RG Dow #+,BD Lapin #+,CT Ndlovu #+, AE
Parfett #,H Saven #+,LA Tager #+,AJ Taylor *, WM van der Merwe *
* = executive, # = non-executive, + = independent
COMPANY SECRETARY: C Durham
REGISTERED ADDRESS: SRG House, 1 Mostert Street, Cape Town, South Africa
POSTAL ADDRESS: P O Box 600, Cape Town, South Africa, 8000
TRANSFER SECRETARIES: (In South Africa) Computershare Investor Services Ltd; (In
Namibia) Transfer Secretaries (Pty) Ltd
SPONSOR: HSBC Investment Services (Africa) (Pty) Ltd
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