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TTO - Trustco Group Holdings Limited - Withdrawal of the cautionary
announcement relating to the specific share repurchase
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX share code: TUC
JSE share code: TTO
ISIN Number: NA000A0RF067
("the Company" or "Trustco")
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT RELATING TO THE SPECIFIC SHARE
REPURCHASE
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 28 October
2011 regarding the proposed specific share repurchase by Trustco of 74 331
920 or 10.5% of its ordinary shares in issue ("the repurchase shares") through
the exercise by Trustco or its nominees of a call option over the repurchase
shares ("the call option") or the exercise by the Fund of a put option over
the repurchase shares ("the put option") (collectively, "the options") ("the
transaction").
2. PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of each of
the initial recognition of the put option, the exercise of the put option and
the exercise of the call option on Trustco`s basic and diluted earnings per
share, headline and diluted headline earnings per share, net asset value per
share and tangible net asset value per share.
The unaudited pro forma financial effects have been prepared to illustrate the
impact of each of the initial recognition of the put option, the exercise of
the put option and the exercise of the call option on the published financial
information of Trustco for the six months ended 30 September 2011, had each of
the initial recognition of the put option, the exercise of the put option and
the exercise of the call option occurred on 1 April 2011 for statement of
comprehensive income purposes and on 30 September 2011 for statement of
financial position purposes.
The pro forma financial effects of the initial recognition of the call option
have not been disclosed in the table below as the only pro forma adjustments
are the recognition of the prepaid transaction costs amounting to N$800 000 as
an asset and the reduction to cash and cash equivalents. The transaction costs
will be transferred to equity should the call option be effected or recognised
in profit and loss should the repurchase no longer be expected to be
completed. The initial recognition of these pro forma adjustments do not
impact on Trustco`s basic and diluted earnings per share, headline and diluted
headline earnings per share, net asset value per share and tangible net asset
value per share.
The unaudited pro forma financial effects have been prepared using accounting
policies that comply with IFRS and that are consistent with those applied in
the audited results of Trustco for the year ended 31 March 2011.
The unaudited pro forma financial effects set out below are the responsibility
of Trustco`s directors and have been prepared for illustrative purposes only
and because of their nature may not fairly present financial position, changes
in equity, results of operations or cash flows of Trustco after each of the
initial recognition of the put option, the exercise of the put option and the
exercise of the call option.
Amounts in Before After Percenta After Percenta After Percenta
Namibian initial ge exercise ge exercise ge
Dollars recognit change of the change of the change
ion of put call
the put option option
option
Basic 7.67 7.65 (0.23) 8.34 8.76 8.18 6.72
earnings
per share
(cents)
Diluted 7.61 7.60 (0.23) 8.27 8.67 8.12 6.63
basic
earnings
per share
(cents)
Headline 7.01 6.99 (0.25) 7.60 8.43 7.44 6.20
earnings
per share
(cents)
Diluted 6.96 6.94 (0.25) 7.54 8.33 7.39 6.11
headline
earnings
per share
(cents)
Net asset 104.8 97.2 (7.25) 109.01 3.97 104.08 (0.73)
value per
share
(cents)
Tangible 68.5 60.9 (11.10) 68.18 (0.46) 63.26 (7.66)
net asset
value per
share
(cents)
Weighted 677 240 677 240 0.00 602 908 (10.98) 602 908 (10.98)
average
number of
shares at
end of the
period
(`000)
Diluted 682 029 682 029 0.00 607 697 (10.90) 607 697 (10.90)
weighted
average
number of
shares at
end of the
period
(`000)
Shares in 677 875 677 875 0.00 603 543 (10.97) 603 543 (10.97)
issue at
end of the
period,
excluding
deemed and
cancelled
treasury
shares
(`000)
Notes:
1. The "Before" basic, diluted, headline and diluted headline earnings
per share, and the net asset value and net tangible asset value per
share have been extracted without adjustment from the published
results of Trustco for the six months ended 30 September 2011.
2. The "After the initial recognition of the put option" column
assumes:
a. unwinding of the interest expense (calculated using an interest
rate of 9.75% per annum) arising due to the recognition of a
liability for the present value of the redemption amount of the
put option in accordance with IAS 32: Financial Instruments -
Presentation. This will have a continuing effect on Trustco`s
financial results until either the put option is exercised or
is no longer expected to be completed;
b. recognition of a liability for the present value of the
redemption amount of the put option and the corresponding debit
to equity in accordance with IAS 32: Financial Instruments -
Presentation. If the put option expires unexercised then the
carrying amount of the liability at that time will be
reclassified to equity; and
c. recognition of the prepaid transaction costs amounting to N$800
000 as an asset and the reduction to cash and cash equivalents.
3. Measured as the "After the initial recognition of the put option"
column as a percentage of the "Before" column.
4. The "After the exercise of the put option" column assumes:
a. reduction in the interest received on the cash balance
(calculated using an interest rate of 9.75%), due to the
repurchase of 74 331 920 Trustco shares being settled in cash.
This will have a continuing effect on Trustco`s financial
results;
b. reduction in income tax payable at a corporate tax rate of 34%;
and
c. reduction in share capital, when excluding treasury shares,
amounting to N$ 52 032 344, due to the repurchase of 74 331 920
Trustco shares at 70 cents per Trustco share and N$ 800 000,
due to the related transaction costs being debited directly to
equity in accordance with IAS 32: Financial Instruments -
Presentation.
5. Measured as the "After the exercise of the put option" column as a
percentage of the "Before" column.
6. The "After the exercise of the call option" column assumes:
a. reduction in the interest received on the cash balance
(calculated using an interest rate of 9.75%), due to the
repurchase of 74 331 920 Trustco shares being settled in cash.
This will have a continuing effect on Trustco`s financial
results;
b. reduction in income tax payable at a corporate tax rate of 34%;
and
c. reduction in share capital, when excluding treasury shares,
amounting to N$ 81 765 112, due to the repurchase of 74 331 920
Trustco shares at 110 cents per Trustco share and N$ 800 000,
due to the related transaction costs being debited directly to
equity in accordance with IAS 32: Financial Instruments -
Presentation.
7. Measured as the "After the exercise of the call option" column as a
percentage of the "Before" column.
3. GENERAL MEETING AND CIRCULAR
A circular containing details of the repurchase and containing a notice of
general meeting of Trustco shareholders will be dispatched on or about 15
December 2011. This is a correction to the date of posting previously
published on SENS on 25 November 2011.
A general meeting of Trustco shareholders will be held at Trustco`s registered
office, 2 Keller Street, Windhoek on Thursday, 19 January 2012, commencing at
12:00 for the purpose of considering and, if deemed fit, passing with or
without modification, the relevant ordinary and special resolutions.
4. SALIENT DATES AND TIMES
The salient dates and times pertaining to the transaction are as follows.
Last day to trade to be eligible to vote at the Friday, 6 January 2012
general meeting
Record date in relation to the general meeting Friday, 13 January 2012
Last day to lodge forms of proxy in respect of Tuesday, 17 January 2012
the general meeting by 12:00 (see note 2 below)
General meeting to be held at 12:00 on Thursday, 19 January 2012
Results of the general meeting released on SENS Thursday, 19 January 2012
on
NOTES
1. The abovementioned dates and times are subject to amendment. Any such
amendment will be released on SENS.
2. Shareholders who have not lodged their form of proxy by this time may
lodge them with the chairman at any time prior to the commencement of the
general meeting.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement published on 28 October 2011 is hereby withdrawn.
By order of the Board
Margot Gebhardt
Company Secretary
Windhoek
7 December 2011
JSE Sponsor
QuestCo Sponsors (Pty) Ltd
NSX Sponsor
IJG Securities (Pty) Ltd
Date: 07/12/2011 16:09:00 Supplied by www.sharenet.co.za
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