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RLO - Reunert Limited - Repurchase Announcement
Reunert Limited
Incorporated in the Republic of South Africa
Registration number: 1913/004355/06
ISIN: ZAE 000057428
SHARE CODE: RLO
("Reunert" or "the Company" or "the Group")
REPURCHASE ANNOUNCEMENT
1. INTRODUCTION
Further to the repurchase announcement released on the Securities
Exchange News Service of the JSE Limited ("JSE") on 14 January 2011,
Reunert herewith announces the repurchase of an additional 5 918 169
(3,0% of its issued ordinary shares) ordinary shares, in accordance with
the general authority granted by Reunert shareholders at the annual
general meeting held on 2 February 2010 ("the repurchase"). This brings
the total number of shares held in treasury to 17 754 506 ordinary shares
(9% of the issued ordinary shares at 2 February 2010).
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
(a) the general authority is limited to a maximum of 20% of Reunert`s
issued ordinary share capital; and
(b) any repurchase may not be made at a price greater than 10% above
the weighted average of the market value of the ordinary shares for
the five business days immediately preceding the date of such
repurchase.
A maximum of 39 564 917 (20% of the ordinary shares in issue at 30
September 2010) ordinary shares could be repurchased in terms of the
general authority obtained from shareholders.
3. IMPLEMENTATION
Details are as follows:-
Total number of ordinary shares repurchased 5 918 169
Total value of ordinary shares repurchased R392 767 143
Highest price paid per ordinary share R67,25
Lowest price paid per ordinary share R64,33
Average price paid per ordinary share including costs R66,37
The number of ordinary shares which may still be
repurchased by the company in terms of the general 23 933 783
authority (see note 3.1)
The percentage of ordinary shares which may still be
repurchased by the company in terms of the general 12%
authority(see note 3.1)
Ordinary shares in issue on 2 February 2010 197 272 285
Ordinary shares in issue at 30 September 2010 197 824 585
Ordinary shares in issue on date of this announcement 198 539 485
Number of shares held in treasury after the repurchase 17 754 506
(9%)
Note 3.1
The current repurchase authority expires at the annual general meeting
("AGM") to be held on 8 February 2011. Approval to continue the
repurchase programme will be sought from Reunert shareholders at the AGM
and should this approval be obtained the Company will comply with the
limitations set out in the special resolution with regards to such
repurchases and will submit the required proof to the sponsor of its
ability to finance the further repurchases.
The ordinary shares and percentage of ordinary shares that may still be
repurchased are calculated on the total issued shares at 30 September
2010.
The repurchases were effected through the order book operated by the JSE
and done without any prior understanding or arrangement between the
Company and any counter party.
The repurchases were made on the following dates:-
2011-17 January; 18 January; 19 January; 20 January; 21 January; 24
January; 25 January; 26 January; 28 January; 2 February; 3 February and 4
February.
4. SOURCE OF FUNDS
Repurchases to date have been, and future repurchases will also be,
funded from available cash resources.
5. OPINION OF THE DIRECTORS
The directors of Reunert have considered the impact of the repurchases
and are of the opinion that:-
5.1 the Company and the Group 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;
5.2 the assets of the Company and the Group will be in excess of its
liabilities for a period of 12 months after the date of this
announcement, measured in accordance with the accounting policies
used in the latest audited group annual financial statements;
5.3 the ordinary share capital and reserves of the Company and the Group
will be adequate for ordinary business purposes for a period of 12
months from the date of this announcement; and
5.4 the working capital of the Company and Group will be adequate for
ordinary business purposes for a period of 12 months from the date
of this announcement.
6. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
repurchase on earnings per share ("EPS"), headline EPS ("HEPS") and
normalised HEPS ("NHEPS"), net asset value ("NAV") and net tangible asset
value ("NTAV") per share and diluted EPS, diluted HEPS and diluted NHEPS
based on the audited results of the Group for the period ended 30
September 2010.
The unaudited pro forma financial effects of the repurchase are the
responsibility of the directors and have been prepared for illustrative
purposes only to provide information about how the repurchase may impact
shareholders on the relevant reporting date and because of its nature,
may not give a fair reflection of the Company`s future financial
position, changes in equity, results of operations or cash flows after
implementation of the repurchase or of the Company`s future earnings.
The financial effects of the repurchases are as follows:
Before After 3% % After %
(note (note B Change total Change
A) & C) (3%) 9% (9%)
(note
B &D)
Earnings per share 503,3 512,1 1,7 532,4 5,8
(cents)
Headline earnings per 505,5 514,4 1,8 534,9 5,8
share (cents)
Normalised headline 515,7 525,0 1,8 546,2 5,9
earnings per share
(cents)
Diluted earnings per 498,8 507,6 1,8 527,4 5,7
share (cents)
Diluted headline
earnings per share 501,1 509,9 1,8 529,8 5,7
(cents)
Diluted normalised
headline earnings per 511,1 520,3 1,8 541,0 5,9
share
(cents)
Net asset value per 2 324 2 191 (5,7) 1 910 (17,8)
share (cents) E
Tangible net asset value 2 095 1 956 (6,6) 1 659 (20,8)
per share (cents) F
Notes
A. Based on Reunert`s audited Group results for the year ended 30
September 2010.
B. The financial effects are calculated based on the assumption that
the repurchases had been carried out on 1 October 2009 and that the
shares acquired were included in treasury shares from that date.
C. Adjustments to EPS, HEPS and NHEPS for the year ended 30 September
2010 and NAV and NTAV per share at 30 September 2010 have been made
on the assumptions that:
C.1 the repurchase was effective on 1 October 2009;
C.2 the cash consideration of R393 million was financed out of
available cash resources earning interest at an average
interest rate of 5.75%;
C.3 a company tax rate of 28% was applied;
C.4 a saving of R1,5 million in secondary tax on companies was
made; and
C.5 cash saving of R15 million on dividends together with the
interest thereon was made.
D. Adjustments to EPS, HEPS and NHEPS for the year ended 30 September
2010 and NAV and NTAV per share at 30 September 2010 have been made
on the assumptions that:
D.1 the repurchase was effective on 1 October 2009;
D.2 the cash consideration of R1 161 million was financed out of
available cash resources earning interest at an average
interest rate of 5.75%;
D.3 a company tax rate of 28% was applied;
D.4 a saving of R4,5 million in secondary tax on companies was
made; and
D.5 cash saving of R45 million on dividends together with the
interest thereon was made.
E. NAV is the shareholders funds adjusted with the cash consideration
of R125,7 million paid for the shares bought back during August and
September 2010 divided by the shares in issue at 30 September 2010,
net of treasury shares.
F NTAV is the NAV adjusted for goodwill, intangible assets and
deferred tax divided by the shares in issue at 30 September 2010,
net of treasury shares.
7. JSE LISTING
As all the ordinary shares have been repurchased by a wholly-owned
subsidiary of Reunert, none of the ordinary shares will be cancelled nor
will the JSE listing in respect of those shares be terminated.
Sandton
7 February 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/02/2011 13:49:01 Supplied by www.sharenet.co.za
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