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CLS - Clicks Group Limited - Repurchase of ordinary shares in Clicks Group

Release Date: 17/08/2011 16:06
Code(s): CLS
Wrap Text

CLS - Clicks Group Limited - Repurchase of ordinary shares in Clicks Group Clicks Group Limited (Incorporated in the Republic of South Africa) (Registration number 1996/000645/06) JSE share code: CLS ISIN: ZAE000134854 ("Clicks Group") REPURCHASE OF ORDINARY SHARES IN CLICKS GROUP 1 Introduction In terms of a general authority granted to Clicks Group Limited or any of its subsidiaries to repurchase its ordinary shares by a special resolution passed by Clicks Group shareholders at the Annual General Meeting held on 18 January 2011 ("the authority"), a maximum of 13 183 182 ordinary shares (being 5% of the issued share capital) could be acquired. 2 Implementation In terms of paragraph 11.27 of the JSE Listing Requirements ("JSE Requirements"), Clicks Group announces that it has acquired, in the open market, 8 062 939 ordinary shares, equivalent to 3.06% of the issued share capital at the time of the granting of the authority, for a total consideration of R316 214 165. The repurchases were carried out between 30 January 2011 and 17 August 2011. The highest price paid was R40.41 per share and the lowest price paid was R37.29. The average price paid was R39.22 per share. The requirements of paragraph 5.72 of the JSE Requirements have been complied with in the repurchasing of these shares. The extent of the authority remaining unfulfilled is 5 120 243 ordinary shares, equivalent to 1.94% of the total number of shares in issue at the time of the authority being granted. 3 Source of funds Repurchases to date have been funded from available cash and it is intended that future purchases will also be funded from available cash. 4 Opinion of the directors The directors of Clicks Group have considered the effect of the share repurchases and confirm that: 4.1 Clicks 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; 4.2 The consolidated assets of Clicks Group and its subsidiaries are in excess of the consolidated liabilities and will be so for 12 months after this announcement, measured in accordance with the accounting policies used in the audited results for the year ended 31 August 2010;
4.3 The ordinary share capital and consolidated reserves of Clicks Group and its subsidiaries will be adequate for ordinary business purposes for the 12 month period from the date of this announcement;
4.4 The working capital of Clicks Group and its subsidiaries will be adequate for ordinary business purposes for a period of 12 months from the date of this announcement. 5 Effect on Earnings and Net Asset Value per Share The table below sets out the unaudited pro forma financial effects of the share buy back on the Clicks Group for the six months ended 28 February 2011. The unaudited pro forma financial effects have been prepared for illustrative purposes only, and, because of their nature, may not give a true reflection of the actual financial effects of the share buy back. The pro forma financial effects have been calculated on the basis set out below and are the responsibility of the directors. Before After Change Earnings per share (cents) 121.8 122.4 0.49% Headline earnings per share (cents) 122.4 123.1 0.57% Fully diluted earnings per share (cents) 121.6 122.2 0.49% Fully diluted headline earnings per share (cents) 122.2 122.9 0.57% Net asset value per share (cents) 390.0 396.4 1.64% Net tangible asset value per share (cents) 232.4 235.4 1.29% Number of ordinary shares in issue (net of treasury shares) (`000) 260 518 250 022 5 496 Weighted average number of shares (`000) 263 522 258 026 5 496 Weighted average diluted number of shares (`000) 263 945 258 449 5 496 Assumptions: 5.1 The financial information ("Before") as presented above is based on the published Clicks Group un-audited results for the six months ended 28 February 2011; 5.2 2 567 000 shares of the total 8 062 939 shares repurchased since the granting of the authority were repurchased prior to 28 February 2011 and accordingly the financial effects of such repurchase are already included in the Earnings and Net Asset value per share reported as at 28 February 2011 ("Before"); 5.3 The pro forma financial information brings to account the 5 495 939 shares repurchased since 1 March 2011 ("After"); 5.4 In addition the following assumptions have been taken into account in determination of the pro-forma information: * The accounting policies employed by Clicks Group for the six months ended 28 February 2011 have been consistently applied in determining the above information; * For the purposes of calculating the Earnings, Headline earnings and Net asset per share related amounts, it was assumed that the 5 495 939 shares were acquired with effect from 1 September 2010; * Such repurchase was funded from available cash on which interest at an after tax rate of 4.74% per annum would have been received for the period concerned. 6 Treasury shares All the shares have been repurchased by a subsidiary of Clicks Group Limited and are being held as treasury shares. The cancelation and de-listing of such shares will be considered at a future date under the provisions of the Companies Act, No 71 of 2008. Cape Town 17 August 2011 Sponsor: Investec Bank Limited Date: 17/08/2011 16:06:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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