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Repurchase of ordinary shares
Value Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1997/002203/06
Share code: VLE
ISIN code: ZAE000016507
(“Value” or “the Company”)
REPURCHASE OF ORDINARY SHARES IN VALUE
INTRODUCTION
In terms of a general authority granted by Value shareholders at the Company’s annual general
meeting held on 14 October 2014, a special resolution was passed to approve the repurchase of its
ordinary shares.
AUTHORISED LIMITS
In terms of the special resolution:
(a) The general authority is limited to a maximum of 20% of Value’s issued ordinary share capital
being 39 725 477 ordinary shares.
(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.
(c) The repurchase of shares being affected through the order book operated by the JSE trading
system and done without any prior understanding or arrangement between Value and the
counter party.
IMPLEMENTATION
Details are as follows:
Total number of ordinary shares repurchased during the period
(16 October 2014 to 2 March 2015) 6 250 329
Total value of ordinary shares repurchased R28 615 060
Highest price paid per ordinary share R4.80
Lowest price paid per ordinary share R4.25
Average price paid per ordinary share including costs R4.58
The number of ordinary shares which may still be repurchased by Value
in terms of the general authority 33 475 148
The percentage of ordinary shares which may still be repurchased by
Value in terms of the general authority 16.85%
Ordinary shares in issue on 28 February 2014, the date of Value’s most
recent financial year end 196 827 386
Ordinary shares in issue on 31 August 2014, the date of Value’s most
recent financial half year end 196 827 386
Treasury shares held after the repurchase 19 316 821
SOURCE OF FUNDS
The repurchases to date have been funded from available cash resources and it is intended that all
future purchases will also be funded from available cash resources.
OPINION OF THE DIRECTORS
The directors of Value have considered the impact of the share repurchase and are of the opinion
that:
- Value and its subsidiaries will be able, in the ordinary course of business, to repay its debts for a
period of 12 months from the date of this announcement.
- The assets of Value and its subsidiaries are in excess of the liabilities, measured in accordance
with the accounting policies used in the unaudited results for the 6 month interim period ended
31 August 2014.
- The ordinary share capital and reserves of Value and its subsidiaries will be adequate for a period
of 12 months from the date of this announcement.
- The working capital of Value and its subsidiaries will be adequate for a period of 12 months from
the date of this announcement.
FINANCIAL EFFECTS ON EARNINGS AND NET ASSET VALUE
Unaudited interim
results as reported at Proforma %
31 August 2014 (cents) change
Basic earnings per share 3,5 3,3 (5,7)
Headline earnings per share 4,9 4,8 (2,0)
Diluted basic earnings per share 3,4 3,2 (5,9)
Diluted headline earnings per share 4,7 4,5 (4,3)
Tangible net asset value per share 405,9 422,0 4,0
Net asset value per share 424,8 441,7 4,0
ASSUMPTIONS
The proforma financial effects are calculated on Value`s unaudited interim results for the 6 month
period ended 31 August 2014, assuming:
- The accounting policies employed by Value for the unaudited 6 month interim period ended
31 August 2014 have been applied in making these calculations.
- For the purposes of calculating the earnings and headline earnings figures, it was assumed that all
the repurchases were carried out on or before 1 March 2014.
- All the repurchases were financed by excess cash on hand on which interest was received at an
after tax rate of 3,82% per annum.
- The calculations have been based on a weighted average number of shares in issue of
157 362 965 and a fully diluted weighted average number of shares in issue of 165 161 234.
- For the purposes of calculating the net asset and tangible net asset values, it was assumed that
the repurchases were carried out on 31 August 2014, using the number of shares in issue at that
date of 196 827 386. This was adjusted by the shares held in the Value Group Share Incentive
Scheme and the shares repurchased prior and subsequent to 28 February 2015.
JSE LISTING
As the repurchase has been effected by a wholly-owned subsidiary of Value, the shares repurchased
have neither been cancelled, nor has their listing on the JSE been terminated.
For and on behalf of the Board
Johannesburg
3 March 2015
Sponsor
Investec Bank Limited
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