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TRW - Truworths International Limited - Repurchase of shares
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
JSE Limited code: TRU
NSX code: TRW
ISIN: ZAE000028296
("Truworths International" or "the company")
REPURCHASE OF SHARES
1. INTRODUCTION
Truworths International herewith announces the repurchase of a further 14 487
451 of its own shares by way of open market transactions on the JSE Limited
("JSE"), since the announcement published on 8 June 2007. Of these shares, 4 073
879 (costing R 151 997 906) were acquired in the financial
period ending 24 June 2007, 7 344 447 (costing R 183 298 569) were acquired in
the financial period ending 29 June 2008 and 3 069 125 (costing R 92 144
398) were acquired during the period 10 September 2008 to 17 October 2008.
The repurchase transactions were executed in accordance with the general
authority originally granted to the directors by special resolution of
shareholders of the company taken at the annual general meeting held on 9
November 2006 and subsequently renewed at the annual general meeting held on 8
November 2007 ("the repurchase").
The shares repurchased constitute 3% of the 482 915 041 shares of the company in
issue on 9 November 2006. The repurchase has been effected by Truworths
Investments Two (Pty) Limited, Truworths Investments Three (Pty) Limited and
Truworths Investments Four (Pty) Limited, all 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 90 165 088 shares, being 20% of the 450 825 442 shares in issue on
8 November 2007, may be repurchased until the next annual general meeting,
scheduled for 6 November 2008, in terms of the said general authority.
3. IMPLEMENTATION
Total number of shares repurchased 14 487 451
Total price of shares repurchased R 427 440 873
Highest price paid per share 3813 cents
Lowest price paid per share 2165 cents
Average price paid per share 2950 cents
Shares which may still be repurchased until the
next annual general meeting scheduled for 6
November 2008 in terms of the general
authority: 79 751 516
Number 17.7
Percentage
Actual number of shares in issue on 24 June 450 773 051
2007
Actual number of shares in issue on 29 June 452 995 426
2008
The repurchase was effected as market conditions allowed over the period 6 June
2007 to 17 October 2008, 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 29
June 2008;
4.3 the issued share capital and reserves of the company and
the group will be adequate for ordinary business
purposes; and
4.4 the working capital of the company and the group will be
adequate for ordinary business purposes.
On 1 March 2007 and 26 February 2008, 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 2006 and
2007, 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 directors of Truworths International are responsible for the preparation of
the below unaudited pro-forma financial information, which has been included for
the purposes of illustrating the effect of the repurchase on the company`s
earnings, headline earnings, net asset value and net tangible asset value per
share on the relevant reporting date. Due to their nature, the unaudited pro-
forma financial effects may not be a fair reflection of the company`s financial
position after the implementation of the repurchase or of the company`s future
earnings.
The reported earnings and net asset value per share and numbers of shares in
issue, as reflected in the audited results for the 53 weeks ended 29 June 2008
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 %
29 June repurchase repurchase change
2008 B A B to A
In cents per share:
Basic earnings 295.6 293.4 296.2 1.0
Diluted basic earnings 289.6 287.6 290.1 0.9
Headline earnings 295.6 293.4 296.2 1.0
Diluted headline earnings 289.6 287.6 290.1 0.9
Net asset value 682.0 745.8 663.5 (11.0)
Tangible net asset value 652.0 716.7 633.4 (11.6)
Numbers in millions:
Weighted average shares 432.0 443.4 428.9 (3.3)
Pro forma shares 428.3 439.7 425.2 (3.3)
Notes and assumptions:
- The statistics set out in the "Reported" column are as reflected in the
company`s audited results for the 53 weeks ended 29 June 2008. These
statistics incorporate the financial effects of the 4 073 879 shares
repurchased for a consideration of R 151 997 906 from 6 June 2007 to
18 June 2007 and the 7 344 447 shares repurchased for a consideration of R
183 298 569 from 5 December 2007 to 20 June 2008.
- 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 29 June 2008 had neither the 4 073 879 shares purchased
during the remainder of the 2007 financial period nor the 7 344 447 shares
purchased during the 2008 financial period been repurchased.
- The illustrative financial effects of the repurchase reflected in the
"After" column are calculated at 29 June 2008. These calculations assume
that all 14 487 451 shares constituting the subject matter of this
announcement were repurchased on 25 June 2007 (i.e. the first day of the
period ended 29 June 2008) and that after-tax interest income on the
group`s cash resources was reduced by 7.2% 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 29 June 2008, increased by the
weighted average of the 11 418 326 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 29
June 2008 had the 11 418 326 shares not been repurchased, 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 29 June 2008 reduced by the weighted
average of the 14 487 451 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 29
June 2008 reduced by the 14 487 451 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
21 October 2008
Directors: H Saven (Chairman) ^#, MS Mark (CEO)*, RG Dow ^#, CT Ndlovu ^#,
SM Ngebulana ^#, 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, 8001. PO Box 600, Cape Town,
8000, South Africa
Sponsor in South Africa: Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Sponsor in Namibia: Old Mutual Investment Services (Namibia) (Pty) Limited
Auditors: Ernst & Young Inc.
Transfer secretaries: Computershare Investor Services (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
Date: 21/10/2008 15:17:10 Supplied by www.sharenet.co.za
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