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IWE - Interwaste Holdings Limited - Proposed specific repurchase and cancellation of shares Interwaste Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 2006/037223/06) JSE code: IWE ISIN:ZAE000097903 ("Interwaste" or "the Group") PROPOSED SPECIFIC REPURCHASE AND CANCELLATION OF SHARES Subject to JSE approval, a circular to shareholders, including a notice of a shareholders` general meeting, will be posted on or about 10 May 2012. At that general meeting, which will be held on 8 June 2012, shareholders will be asked to approve the repurchase of 7 000 000 shares previously issued to the Interwaste Share Incentive Scheme at an aggregate price of 100 cents each, for an aggregate purchase consideration of R7 000 000. The repurchased shares will be cancelled as the Interwaste Share Incentive Scheme will be superseded by the Interwaste Share Option Scheme ("the repurchase"). The repurchase consideration will be set-off against the existing loan account to the Interwaste Share Incentive Scheme. FINANCIAL EFFECTS OF THE REPURCHASE The unaudited pro forma financial effects of the repurchase, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the repurchase on earnings and headline earnings per share as if the repurchase had taken effect on 1 January 2011 and on net asset value and net tangible asset value per share as if the repurchase had taken effect on 31 December 2011. Because of their nature, the unaudited pro forma financial effects may not give a fair presentation of the Group`s financial position and performance. The unaudited pro forma financial effects have been compiled from the published reviewed group consolidated financial statements for the year ended 31 December 2011, are presented in a manner consistent with the format and accounting policies adopted by the group and have been adjusted as described in the notes below: Reviewed Before the Unaudited Notes repurchase After the Repurchase %
Earnings per share (cents) 2 (1.78) (1.78) - Headline earnings per share 2 (1.48) (1.48) - (cents) Net asset value per share 3 69.6 69.6 - (cents) Net tangible asset value per 55.4 55.4 - share (cents) 3 Weighted average number of 329 311 329 311 - shares in issue (000`s) Shares in issue at end of period 329 311 329 311 - (000`s) 1 Notes: 1. The "Reviewed Before the repurchase" column reflects the published audited results of the Group for the year ended 31 December 2011. The 7 000 000 shares issued to the Interwaste Share Incentive Scheme were excluded in calculating the earnings, headline earnings, net asset value and net tangible asset value, per share as they were accounted for as treasury shares. 2. Earnings and headline earnings per share effects are based on the following assumptions and information: - the specific repurchase was effective on 1 January 2011; - there is no effect on earnings or headline earnings per share as a result of the share trust repurchase as the 7 000 000 shares were excluded from the relevant calculations, as set out in note 1. 3. Group net asset value and tangible net asset value per share effects are based on the following assumptions and information: - the specific repurchase was effective on 31 December 2011; - the authorised share capital of the Group will remain unchanged, however the issued share capital and premium will reduce by R7 000 000 (share capital R700 and share premium R6 999 300) in the Company, being the price of the shares repurchased from the Interwaste Share Incentive Scheme and cancelled, and the consideration for the purchase of the shares will be set off against the Company`s loan to the Interwaste Share Incentive Scheme; - no material costs relate to the repurchase; and - the actual number of shares in issue in the Company will decrease by 7 000 000 as a result of the repurchase. DELISTING OF THE SHARES Subject to shareholders` approval of the repurchase at the general meeting, and once the relevant special resolution has been filed by the Registrar of Companies, application will be made to the JSE for the delisting of the repurchased shares and the cancellation thereof. Randburg 13 April 2012 Designated Adviser Vunani Corporate Finance Date: 13/04/2012 09:27:01 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.
