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Repurchase announcement
COMAIR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1967/006783/06)
ISIN: ZAE 000029823
SHARE CODE: COM
(“Comair” or “the Company”)
REPURCHASE ANNOUNCEMENT
1. INTRODUCTION
Comair herewith announces the repurchase of 19,054,905 (3,9% of the issued ordinary
shares) Comair ordinary shares, in addition to the 29,858,467 (6,10% of the issued ordinary
shares) Comair ordinary shares repurchased on 4 November 2013, since and in accordance
with the general authority granted by Comair shareholders at the annual general meeting held
on 30 October 2013 (“the repurchase”).
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
(a) the general authority is limited to a maximum of 10% of Comair’s issued 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 48,917,647 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 19,054,905
Total value of ordinary shares repurchased R61,642,825
Highest price paid per ordinary share R3.25
Lowest price paid per ordinary share R3,00
Average price paid per ordinary share including costs R3.235
The number of ordinary shares which may still be repurchased by the
Company in terms of the general authority 4,275
The percentage of ordinary shares which may still be repurchased by the
Company in terms of the general authority 0.0%
Ordinary shares in issue on 5 November 2013 489 176 471
Ordinary shares in issue on date of this announcement 458 178 004
Number of shares held in treasury after the repurchase 23,440,769
The repurchases were effected through the order book operated by the JSE Limited (“JSE”)
and done without any prior understanding or arrangement between the Company and the
counter parties.
The repurchases were effected on 5 November 2013 (1,140,000), 5 December 2013
(2,518,905) and 6 December 2013 (15,396,000).
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 Comair have considered the impact of the repurchases and are of the opinion
that:-
5.1 Comair 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 Comair and the group will be in excess of the liabilities of the Company
and the group for a period of 12 months after the date of this announcement, measured
in accordance with the accounting policies used in the last published financial
statements;
5.3 the ordinary share capital and reserves of Comair 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 Comair and the 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, net asset value (“NAV”) and net tangible asset
value (“NTAV”) per share and diluted EPS and HEPS based on the audited results of the
Company for the year ended 30 June 2013.
The unaudited pro forma financial effects 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 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 (note ²) % Change
(note ¹)
Earnings per share (cents) 47,0 51.3 9.0
Headline earnings per share (cents) 47,9 52.2 9.0
Net asset value per share (cents) 211.1 200.3 (5.2)
Tangible net asset value per share (cents) 201.8 189.9 (6.0)
Fully diluted earnings per share (cents) 47.0 51.3 9.1
Fully diluted headline earnings per share (cents) 47.8 52.1 9.0
Note 1: Based on Comair’s audited results for the year ended 30 June 2013.
Note 2: The financial effects are calculated based on the assumption that the
repurchases had been carried out on 1 July 2012 for income statement effect
purposes (and that the shares acquired were included in treasury stock from
that date) and on 30 June 2013 for balance sheet effect purposes.
7. JSE LISTING
The ordinary shares that have been repurchased will be cancelled and de-listed in due course.
Sandton
9 December 2013
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 09/12/2013 01:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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