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ILIAD AFRICA LIMITED - General repurchase of shares

Release Date: 08/04/2014 14:00
Code(s): ILA     PDF:  
Wrap Text
General repurchase of shares

Iliad Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/011938/06)
Share code: ILA & ISIN: ZAE000015038
("Iliad" or "the Company")

GENERAL REPURCHASE OF SHARES

1.   Introduction

     In compliance with paragraphs 11.27 of the Listings Requirements of the JSE Limited (“Listings
     Requirements”) and in terms of a special resolution passed by Iliad shareholders on 23 May 2013,
     a general authority was granted to Iliad to repurchase its ordinary shares ("the general authority").
     In terms of this general authority Iliad could repurchase a maximum of 13 821 779 ordinary shares
     (being 10% of the company’s issued share capital at the date that the general authority was
     granted).

2.   Implementation

     As at the close of business on 07 April 2014, Iliad had acquired, in the open market, a total of
     4 146 534 ordinary shares, equivalent to 3% of the issued share capital at the time of the granting
     of the general authority, for a total consideration of R27 153 175.02 (“the repurchases”). These
     repurchases were carried out between 29 November 2013 and 4 April 2014. The highest price
     paid was 725 cents per share and the lowest price paid was 515 cents per share. The
     repurchases were funded from the company’s available cash resources. At close of business on
     07 April 2014, these shares were being held as treasury shares.

     The extent of the shares outstanding in terms of the general authority is 9 675 245 ordinary
     shares, equivalent to 7% of the company’s total issued share capital which is valid until the next
     annual general meeting.

     In compliance with the Listings Requirements, the directors confirm that:
     -   the repurchases were effected through the order book operated by the JSE trading system and
         done without any prior understanding or arrangement between the company and the counter
         party;
     -   the authorisation was given in terms of the company’s Memorandum of Incorporation;
     -   the general authority was granted at the company’s annual general meeting and has not
         extended beyond 15 months from the date of passing of the special resolution;
     -   the repurchases were not carried out at a price greater than 10% above the weighted average
         of the market value for such ordinary shares for the five business days immediately preceding
         the date on which the repurchase of such shares were effected;
     -   at any point in time, the company appointed one agent to effect all the repurchases on its
         behalf;
     -   the repurchases were not carried out during a prohibited period as defined in paragraph 3.67
         of the Listing Requirements; and
     -   the aggregate repurchases have not exceeded 10% of the company’s issued share capital
         pursuant to this general authority.

3.   Opinion of the directors


     The directors of Iliad have considered the impact of the repurchases and are of the opinion that:

     -   Iliad and the Group will be able, in the ordinary course of business, to pay its debts for a period
         of 12 months after the date of this announcement;


     -   the assets of Iliad and the Group will be in excess of the liabilities of Iliad and the Group for a
         period of 12 months after the date of this announcement. For this purpose, the assets and
         liabilities have been recognised and measured in accordance with the accounting policies
         used in the latest audited group annual financial statements;


     -   the share capital and reserves of Iliad and the Group will be adequate for ordinary business
         purposes for a period of 12 months after the date of this announcement; and


     -   the working capital of Iliad and the Group will be adequate for ordinary business purposes for a
         period of 12 months after the date of this announcement.




4.   Financial Effects


     The unaudited pro forma financial effects as set out below have been prepared to assist Iliad
     shareholders in assessing the cumulative impact of the repurchases on the earnings per share,
     headline earnings per share, net asset value per share and tangible net asset value per share of
     the company as at and for the twelve months ended 31 December 2013.


     These unaudited pro forma financial effects have been prepared for illustrative purposes and
     because of their nature, may not fairly present Iliad’s financial position after the repurchases.
    
     The directors of Iliad are responsible for the preparation of the financial effects, which have not
     been reviewed by the company’s auditors.




                                                                   Before the             After the        Percentage
                                                                  repurchases           repurchases          change
                                                                            1
                                                                     (cents)              (cents)               (%)
                               2
      Earnings per share (cents)                                        (4.8)                (4.8)                0
                                        2  
      Headline earnings per share (cents)                                 40                 40.5               1.3
                                                3
      Weighted average number of shares in issue                 138 140 011          136 460 508
                                      3
      Net asset value per share (cents)                                546.6                543.4              (0.6)
                                               3
      Net tangible asset value per share (cents)                       376.1                369.7              (1.7)
      
      Net shares in issue                                        138 217 794          138 217 794


    Notes:
    1. Extracted from the published audited condensed consolidated results of Iliad for the year ended 31 December 2013.
    2. Earnings and headline earnings per share are based on the following assumptions:
         -       the repurchases were effected on 1 January 2014; and
         -       the repurchases were financed through available cash resources on which interest accrued at a pre- tax rate
                 of 7.2% per annum.
    3. Net asset value and net tangible asset value per share are based on the assumptions that the repurchases were
       carried out on 31 December 2013.
    4. The tax rate used is 28%.




8 April 2014
Johannesburg
Sponsor: Bridge Capital Advisors (Pty) Limited

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