Sharenet Sites 
Sharenet Sites
General Repurchase Of 3.08% Of The Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares
Capitec Bank Holdings Limited
Registration number 1999/025903/06
Registered bank controlling company
Incorporated in the Republic of South Africa
JSE ordinary share code: CPI ISIN code: ZAE000035861
JSE preference share code: CPIP ISIN code: ZAE000083838
("Capitec" or "the Company")
GENERAL REPURCHASE OF 3.08% OF THE NON-REDEEMABLE, NON-
CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARES
(“PREFERENCE SHARES”)
In 2010 the Basel Committee on Banking Supervision
published its global regulatory framework for more
resilient banks and banking systems (“Basel III”). The
Regulations relating to Banks were amended to provide,
among other things, for the implementation of Basel III
in South Africa, which came into effect on 1 January
2013. Prior to the implementation of Basel III, the
preference share capital of Capitec contributed fully to
the capital adequacy ratio of the Company. As a result of
the “grandfathering” provisions provided for in Basel
III, the contribution of the preference shares to the
Company’s capital adequacy ratio reduces by 10% per
annum. The Company has obtained the approval of the
Registrar of Banks in terms of Regulation 38(18) of the
Regulations promulgated under the Banks Act (Act 94 of
1990) to continue with the repurchase of preference
shares under the current general authority referred to in
the paragraph below.
In the notice of the Capitec annual general meeting held
on 26 May 2017(“the AGM”), shareholders were advised that
the board of the Company may resolve to repurchase
preference shares due to the preference shares’ declining
contribution to the Company’s capital adequacy ratio.
Shareholders were further advised that any repurchases
under the general authority proposed to be granted by
shareholders, would be at market value in accordance with
the provisions set out under the relevant special
resolution. At the AGM, shareholders granted a general
authority to the board of Capitec to repurchase up to 20%
of the issued preference share capital of Capitec (“the
current general authority”).
Further to the announcement on 2 October 2017,
Shareholders are herewith advised that the Company has
repurchased a further 48 092 preference shares,
representing 3.08% of the issued preference share capital
as at the date of the current general authority to
repurchase the preference shares. This brings the total
percentage of preference shares repurchased under the
current general authority, to 11.08%. The issued
preference share capital following these repurchases
amount to 1 389 035.
The repurchases were made out of the Company’s available
cash resources. The total percentage of preference shares
repurchased to date in the 2018 financial year amounts to
17.76% of the issued preference share capital as at 28
February 2017. The preference shares were repurchased for
an aggregate value of R4 373 240.00.
Date of repurchase Number of Highest Lowest Aggregate
preference price per price per value
shares preference preference (R)
repurchased share (R) shares (R)
3 October 2017 2 619 93.50 93.50 244 876.50
17–20 November 2017 32 105 91.25 88.50 2 911 875.50
4-6 December 2017 13 368 91.00 91.00 1 216 488.00
The repurchases were made in terms of the general
authority granted by shareholders at the AGM, and were
effected through the order book operated by the JSE
trading system without any prior understanding or
arrangement between the Company and the counterparties.
Application will be made to the JSE to de-list the
preference shares at which point they will be cancelled.
Capitec is entitled to repurchase a further 139 328
preference shares (8.92% of the preference shares in
issue as at the date of the current general authority),
in terms of the current general authority, which is valid
until Capitec’s next annual general meeting, subject to
the requirements of the Banks Act.
The impact of the repurchase of the preference shares on
the financial information of the Company is immaterial.
The preference shares were repurchased from excess cash
resources of the Company; going forward, no preference
share dividends will be payable on the repurchased
preference shares and interest earned on the cash
utilised for the repurchase will be foregone.
OPINION OF THE BOARD OF THE COMPANY
The board of Capitec has considered the effect of the
repurchases and is of the opinion that:
- the Company and the Company and its subsidiaries
(“the Group”) will be able, in the ordinary course of
business, to repay their debts for a period of 12
months after the date of this announcement;
- the consolidated assets of the Company and the Group
will be in excess of the consolidated liabilities of
the Company and the Group for a period of 12 months
after the date of this announcement;
- the Company’s and the Group’s share capital and
reserves will be adequate for the purposes of the
business of the Company and the Group for a period of
12 months after the date of this announcement; and
- the Company and the Group will have sufficient
working capital for ordinary business purposes.
Stellenbosch
8 December 2017
Sponsor
PSG Capital
Date: 08/12/2017 11:10:00 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.
