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Truworths International - Repurchase of shares
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
JSE Share Code: TRU
NSX Share Code: TRW
ISIN: ZAE000028296
("Truworths International" or "the company")
REPURCHASE OF SHARES
1. INTRODUCTION
Truworths International herewith announces the repurchase of a further 14 302
896 of its own shares by way of open market transactions on the JSE Limited
("JSE"), since the announcement published on 30 April 2004. Of these shares, 8
537 493 (R84 398 537) were acquired in the financial year ending 30 June 2004,
3 362 894 (R54 585 408) were acquired in the financial year ending 30 June
2005, and 2 402 509 (R47 696 273) were acquired in the current financial year
ending 30 June 2006, during the period 12 September 2005 to 7 October 2005.
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 6 November 2003 and subsequently renewed
at the annual general meeting held on 4 November 2004 ("the repurchase").
The shares repurchased constitute 3% of the 476 763 198 shares of the company
in issue on 6 November 2003. The repurchase has been effected by Truworths
Limited and Truworths Investments (Pty) Limited, both wholly owned subsidiaries
which intend 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 96 695 665 shares, being 20% of the 483 478 323 shares in issue on
4 November 2004, may be repurchased in the current financial year in terms of
the said general authority.
3. IMPLEMENTATION
Total number of shares repurchased 14 302 896
Total price of shares repurchased R186 680 218
Highest price paid per share 1996 cents
Lowest price paid per share 960 cents
Weighted average price paid per share 1305 cents
Shares which may still be repurchased in the current financial year in
terms of the general authority:
Number 94 293 156
Percentage 19.5
Actual number of shares in issue on 1 July 2004 482 732 023
Actual number of shares in issue on 30 June 2005 487 240 507
The repurchase was effected as market conditions allowed over the period 29
April 2004 to 7 October 2005, except for the "closed periods", at financial
year and half-year end prior to the announcement of the company"s annual and
interim results.
The repurchase was effected through the order book operated by the JSE trading
system without any prior understanding or arrangement between the company and
the counter parties.
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 assets of the company and the group will exceed the liabilities of the
company and the group, such assets and liabilities being recognised and
measured in accordance with the accounting policies used in the audited
financial statements for the year ended 30 June 2005;
4.3 the issued share capital and reserves of the company and the group will be
adequate for ordinary business purposes;
4.4 the working capital of the company and the group will be adequate for
ordinary business purposes.
On 23 February 2005, being prior to the company entering the open market to
commence any repurchases pursuant to the general mandate to do so granted by
the company"s shareholders at the annual general meeting held on 4 November
2004, the company"s sponsor, Barnard Jacobs Mellet Corporate Finance (Pty)
Limited, advised the JSE that they were satisfied that the opinion by the
company"s directors as to the adequacy of the group"s working capital had been
given after due and careful enquiry.
5. JSE LISTING
As the repurchase has been effected by wholly owned subsidiaries 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 value per share and numbers of shares in issue, as
reported in the audited annual report for the year ended 30 June 2005 as well
as before and after the repurchase are as follows:
Statistics Reported at Before After %
30 June 2005 repurchase repurchase change
B A B to A
In cents per share:
Basic earnings 144.8 142.5 145.0 1.8
Diluted basic earnings 140.8 138.8 141.0 1.6
Headline earnings 144.8 142.5 145.0 1.8
Diluted headline
earnings 140.8 138.8 141.0 1.6
Net asset value 403.0 424.3 393.9 (7.2)
Tangible net asset
value 394.4 416.0 385.3 (7.4)
In millions:
Weighted average
shares 447.6 459.5 445.2 (3.1)
Pro forma shares 447.5 459.4 445.1 (3.1)
Notes and assumptions:
- The statistics set out in the "Reported" column are as reflected in the
company"s audited annual report for the year ended 30 June 2005. Besides
reflecting the financial effects of the 27 677 319 shares previously
repurchased as announced on 3 April 2003 and 30 April 2004, these statistics
also incorporate the financial effects of the 8 537 493 shares repurchased for
a consideration of R 84 398 537 from 29 April 2004 to 30 June 2004, and the 3
362 894 shares repurchased for a consideration of R 54 585 408 during the 2005
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 30 June 2005 had neither the 8 537 493 shares been repurchased
during the remainder of the 2004 financial year, nor the 3 362 894 shares been
repurchased in the 2005 financial year.
- The illustrative financial effects of the repurchase reflected in the "After"
column are calculated at 30 June 2005. These calculations assume that all 14
302 896 shares constituting the subject matter of this announcement were
repurchased on 1 July 2004 and that after-tax interest income on the group"s
cash resources was reduced by 5% 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 30 June 2005 reduced by the 27 677 319 shares
previously repurchased, as announced on 3 April 2003 and 30 April 2004, 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 30
June 2005, reduced by the 27 677 319 shares previously repurchased as announced
on 3 April 2003 and 30 April 2004, 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 30 June 2005 reduced by the weighted average of the
14 302 896 repurchased shares constituting the subject matter of this
announcement, 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 30
June 2005 reduced by the 14 302 896 repurchased shares constituting the subject
matter of this announcement as well as the 27 677 319 shares previously
repurchased as announced on 3 April 2003 and 30 April 2004, has been used.
7. SOURCE OF FUNDS
The repurchase was funded from the group"s cash resources.
Cape Town
10 October 2005
DIRECTORS: H Saven (Chairman)
#, MS Mark (CEO)*, RG Dow
#, CT Ndlovu
#, AE
Parfett
#, AJ Taylor*, MA Thompson
# and WM van der Merwe*
*Executive
Non-executive #Independent
COMPANY SECRETARY: C Durham
REGISTERED OFFICE: No. 1 Mostert Street, Cape Town, South Africa
POSTAL ADDRESS: P O Box 600, Cape Town, South Africa, 8000
TRANSFER SECRETARIES: Computershare Investor Services 2004 (Pty) Limited, 70
Marshall Street, Johannesburg 2001. PO Box 61051, Marshalltown 2107, South
Africa, or
Transfer Secretaries (Pty) Limited, Shop 12, Kaiserkrone Centre, Post Street
Mall, Windhoek, PO Box 2401, Windhoek, Namibia
LEAD SPONSOR in South Africa: Barnard Jacobs Mellet Corporate Finance (Pty)
Limited
JOINT SPONSOR in South Africa: Standard Bank of South Africa Limited
SPONSOR in Namibia: Old Mutual Investment Services (Namibia) (Pty) Limited
Date: 10/10/2005 08:00:18 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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