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TRU / TRW - Truworths International Limited - 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 14 504
350 of its own shares by way of open market transactions on the JSE Limited
("JSE"), since the announcement published on 10 October 2005. Of these shares,
14 078 299 (costing R 350 325 765) were acquired in the financial period ending
25 June 2006 and 426 121 (costing R 16 247 112) were acquired on 6 June 2007.
The repurchase 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 4 November 2004 and
subsequently renewed at the annual general meetings held on 5 November 2005 and
9 November 2006 ("the repurchase").
The shares repurchased constitute 3% of the 483 478 323 shares of the company in
issue on 4 November 2004. The repurchase has been effected by Truworths
Investments (Pty) Limited and Truworths Investments Two (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 96 583 008 shares, being 20% of the 482 915 041 shares in issue on
9 November 2006, may be repurchased in the current financial period in terms of
the said general authority.
3. IMPLEMENTATION
Total number of shares repurchased 14 504 350
Total price of shares repurchased R 366 572 877
Highest price paid per share 3813 cents
Lowest price paid per share 1872 cents
Weighted average price paid per share 2527 cents
Shares which may still be repurchased in the current
financial year in
terms of the general authority:
Number 96 156 887
Percentage 19.9
Actual number of shares in issue on 25 June 2006 482 915 041
Actual number of shares in issue on 24 December 2006 484 501 381
The repurchase was effected as market conditions allowed over the period 7
October 2005 to 6 June 2007, 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 period ended 25 June 2006;
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, 4 November 2005 and 1 March 2007, being prior to the
company entering the open market to commence any repurchases pursuant to the
general mandate granted by the company`s shareholders at the annual general
meetings held in 2004, 2005 and 2006, 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 reported earnings and net asset value per share and numbers of shares in
issue, as reflected in the unaudited interim results for the 26 weeks ended 24
December 2006 as well as what these statistics would have been on a pro-forma
basis had they been calculated both before and after the repurchase are as
follows:
Statistics Reported at Before After %
24 December repurchase repurchase change
2006 B A B to A
In cents per share:
Basic earnings 126.5 124.5 126.6 1.7
Diluted basic earnings 122.7 120.9 122.8 1.6
Headline earnings 126.5 124.5 126.6 1.7
Diluted headline
earnings 122.7 120.9 122.8 1.6
Net asset value 523.3 586.8 520.0 (11.4)
Tangible net asset
value 493.9 558.3 490.6 (12.1)
Numbers in millions:
Weighted average shares 433.9 448.0 433.5 (3.2)
Pro forma shares 435.5 449.6 435.1 (3.2)
Notes and assumptions:
- The statistics set out in the "Reported" column are as reflected in the
company`s unaudited interim condensed consolidated financial statements for the
26 weeks ended 24 December 2006. These statistics incorporate the financial
effects of the 14 078 299 shares repurchased for a consideration of R 350 325
765 from 7 October 2005 to 16 May 2006.
- 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 24 December 2006 had the 14 078 299 shares not been repurchased
during the financial period ended on 25 June 2006.
- The illustrative financial effects of the repurchase reflected in the "After"
column are calculated at 24 December 2006. These calculations assume that all 14
504 350 shares constituting the subject matter of this announcement were
repurchased on 26 June 2006 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 24 December 2006, increased by the weighted average
of the 14 078 299 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 "Before" column, the pro forma
number of shares in issue, being the actual number of shares in issue at 24
December 2006, had the 14 078 299 shares not been repurchased.
- 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 24 December 2006 reduced by the weighted average of
the 14 504 350 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 24 December
2006 reduced by the 14 504 350 repurchased shares constituting the subject
matter of this announcement, has been used.
7. SOURCE OF FUNDS
The repurchase was funded from the group`s cash resources.
Cape Town
8 June 2007
Directors: H Saven (Chairman)#, M S Mark (Chief Executive Officer)*, R G Dow#,
C T Ndlovu#, A E Parfett#, S M Ngebulana#, A J Taylor*, M A Thompson# and
W M van der Merwe*
*Executive, #Non-executive and independent
Company secretary: C Durham
Registered office: No 1 Mostert Street, Cape Town 8001. P O Box 600, Cape Town
8000, South Africa
Lead sponsor in South Africa: Barnard Jacobs Mellet Corporate Finance (Pty)
Limited.
Joint sponsor: Standard Bank of South Africa Limited.
Sponsor in Namibia: Old Mutual Investment Services (Namibia) (Pty) Limited
Auditors: Ernst & Young
Transfer secretaries: Computershare Investor Services 2004 (Pty) Limited, 70
Marshall Street, Johannesburg, 2001, P O Box 61051, Marshalltown, 2107, South
Africa, or Transfer Secretaries (Pty) Limited, Shop 12, Kaiserkrone Centre, Post
Street Mall, Windhoek, P O Box 2401, Windhoek, Namibia
Date: 08/06/2007 08:22:29 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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