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RGT - RGT Smart Market Intelligence Limited - Terms of a specific repurchase

Release Date: 22/06/2012 17:15
Code(s): RGT
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RGT - RGT Smart Market Intelligence Limited - Terms of a specific repurchase from related parties and intended directors dealings RGT SMART MARKET INTELLIGENCE LIMITED Incorporated in the Republic of South Africa) (Registration number: 2008/014367/06) Share Code: RGT ISIN: ZAE000143715 ("RGT SMART" or "the company") TERMS OF A SPECIFIC REPURCHASE FROM RELATED PARTIES AND INTENDED DIRECTORS DEALINGS INTRODUCTION The board of directors advises shareholders that the Company proposes the repurchase of a total of 58 678 000 RGT SMART ordinary shares from related parties ("the proposed specific repurchase"), which repurchase will require shareholder approval. The proposed details of the share repurchases are as follows: * 20 000 000 ordinary shares from The Bruton Primary Trust, which trust is represented by Dr NS Bruton, an executive director of the Company, at 10 cents per share, representing approximately 4% of the issued share capital. Dr Bruton will retain 43 751 168 shares in the Company after the proposed specific repurchase; * 20 000 000 ordinary shares from The De Vantier Family Trust, which trust is represented by Mr PB De Vantier, the chief executive officer of the Company, at 10 cents per share, representing approximately 4% of the issued share capital. Mr De Vantier will retain 55 026 205 shares in the Company after the proposed specific repurchase; * 9 060 000 ordinary shares from Mr CW Reed, the financial director of the Company, at 10 cents per share, representing approximately 1.8% of the issued share capital. Mr Reed will retain 2 110 000 shares in the Company after the proposed specific repurchase; and * 9 618 000 ordinary shares from The Greenhills Family Trust, represented by Mr AW Calcutt, a former director of a subsidiary in the prior 12 month period, at 10 cents per share, representing approximately 1.92% of the issued share capital. Mr Calcutt will retain 9 618 000 shares in the Company after the proposed specific repurchase. The proposed specific repurchase constitutes a transaction with related parties being current and past directors of the Company, in terms of section 10.1(b)(ii) of the Listings Requirements, and accordingly their shares, as well as any shares of any their associates, are precluded from voting on the resolutions relating to the proposed specific repurchase, which resolutions will be tabled to shareholders of RGT SMART at a general meeting convened by a notice of general meeting which notice will be included in the circular to shareholders. In accordance and compliance with section 48(2)(b)(i) of the Companies Act, repurchased shares of a maximum of 10% of the issued share capital may be held as treasury shares, 42 567 200 of the repurchased shares will be kept in treasury. These shares could be used at a later date in the event that the Company embarks on a suitable acquisition. The remaining 16 110 800 repurchased shares will be cancelled and delisted from the JSE lists. The repurchase price of 10 cents per ordinary share is at a discount to the 30 day VWAP as at 20 June 2012 being the date on which the proposed specific repurchase of shares was agreed with the parties. Accordingly a fairness opinion on the specific repurchase of shares from related parties is not required in terms of the JSE Listings Requirements. However, in terms of Sections 46, 48 and 114 (e) of the Act, a specific repurchase from directors by the Company of more than 5% of its issued shares requires that the Company confirms it meets the solvency and liquidity test (i.e. confirm that its assets exceed its liabilities and that the Company`s debts will be payable 12 months after the specific repurchase) as well as retain an independent expert to compile a fair and reasonable report on the specific repurchase. Such an independent expert`s report will be included in a circular to shareholders. INTENDED DIRECTORS DEALINGS Given the above proposed specific repurchase from directors, in accordance with rules 3.63 - 3.74 of the JSE Listings Requirements, the following dealings in the securities of the Company, pursuant to approval by the JSE and Takeover Regulation Panel of the circular as well as approval by shareholders, is disclosed: Name of director: Neal Stanley Bruton Name of company: RGT SMART Date of transaction: Once shareholder approval obtained Class of securities: Ordinary shares Number of securities: 20 000 000 Purchase price: 10 cents per share Total value of transaction: R2 000 000.00 Nature of transaction: Sale Nature of interest: Indirect beneficial Extent of interest: 4% How traded: Off market by way of a repurchase of shares Clearance obtained: Yes Name of director: Paul Bernard De Vantier Name of company: RGT SMART Date of transaction: Once shareholder approval obtained Class of securities: Ordinary shares Number of securities: 20 000 000 Purchase price: 10 cents per share Total value of transaction: R2 000 000.00 Nature of transaction: Sale Nature of interest: Indirect beneficial Extent of interest: 4% How traded: Off market by way of a repurchase of shares
Clearance obtained: Yes Name of director: Clifford Walter Reed Name of company: RGT SMART Date of transaction: Once shareholder approval obtained Class of securities: Ordinary shares Number of securities: 9 060 000 Purchase price: 10 cents per share Total value of transaction: R906 000.00 Nature of transaction: Sale Nature of interest: Beneficial Extent of interest: 1.8% How traded: Off market by way of a repurchase of shares Clearance obtained: Yes Name of director: Anthony Calcutt (former director) Name of company: RGT Operations (Proprietary) Limited Date of transaction: Once shareholder approval obtained Class of securities: Ordinary shares Number of securities: 9 618 000 Purchase price: 10 cents per share Total value of transaction: R961 800.00 Nature of transaction: Sale Nature of interest: Indirect beneficial Extent of interest: 1.92% How traded: Off market Clearance obtained: Yes PRO FORMA FINANCIAL INFORMATION The table below sets out the unaudited pro forma financial effects of the proposed specific repurchase on RGT SMART`s basic earnings per share, diluted earnings per share, headline earnings per share, 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 the proposed specific repurchase on the reported financial information of RGT SMART for the year ended 29 February 2012, had the specific repurchase occurred on 1 March 2011 for income statement purposes and on 29 February 2012 for balance sheet purposes. The 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 RGT SMART for the twelve months ended 29 February 2012. The unaudited pro forma financial effects set out below are the responsibility of RGT SMART`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 cashflows of RGT SMART after the transaction. Before After Change specific (%) repurchase
Earnings per share 0.8246 0.8166 (0.97) (cents) Diluted earnings per 0.8246 0.8166 (0.97) share (cents) Headline earnings per 0.8428 0.8372 (0.66) share (cents) Diluted headline 0.8428 0.8372 (0.66) earnings per share (cents) Net asset value per 7.9290 7.5435 (4.86) share (cents) Tangible net asset value 3.2578 2.2512 (30.90) per share (cents) Weighted average number 500 000 441 322 (11.74) of shares in issue (`000) Number of shares in 500 000 441 322 (11.74) issue (`000) Notes: 1. The "Before" financial information is based on RGT SMART`s audited financial results for the year ended 29 February 2012. 2. The "After specific repurchase" assumes for the purposes of earnings per share, diluted earnings per share, headline earnings per share and diluted headline earnings per share transaction costs relating to the transaction amounting to R270 000. These costs will not have a continuing effect on RGT SMART`s financial results. 3. The "After specific repurchase" assumes for the purposes of net asset value and net tangible asset value per share the reduction in share capital and share premium amounting to R5 867 800 due to the repurchase of 58 678 000 ordinary shares from the above related parties at a repurchase price of 10 cents per ordinary share. DOCUMENTATION A circular to shareholders, including salient dates, an independent expert report and notice of general meeting, will be drafted and submitted to the JSE and TRP for approval in due course. Shareholders will be advised once the above-mentioned approval has been obtained and the date of posting of the circular. Johannesburg 22 June 2012 Designated Advisor Arcay Moela Sponsors (Proprietary) Limited (Registration number 2006/033725/07) Date: 22/06/2012 17:15:00 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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