SSK
SSK - Stefanutti Stocks - General repurchase of ordinary shares
Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK and ISIN ZAE000123766
("Stefanutti Stocks" or "the Company")
GENERAL REPURCHASE OF ORDINARY 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 Stefanutti Stocks shareholders on Thursday, 27 August 2009, a
general authority was granted to Stefanutti Stocks to repurchase its
ordinary shares ("the general authority"). In terms of this general
authority Stefanutti Stocks could repurchase a maximum of 18 808 074
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 30 July 2010, Stefanutti Stocks had
acquired, in the open market, a total of 6 521 192 ordinary shares,
equivalent to 3,47% of the issued share capital at the time of the granting
of the general authority, for a total consideration of R65 494 175 ("the
repurchases"). These repurchases were carried out between 3 December 2009
to 30 July 2010. The highest price paid was R10,50 per share and the lowest
price paid was R10,00 per share. The repurchases were funded from the
company`s available cash resources. Stefanutti Stocks Investments (Pty)
Ltd, a wholly owned subsidiary of Stefanutti Stocks has purchased these
shares and as at close of business on 30 July 2010, it holds 6 521 192
treasury shares which are to be held as treasury shares for future share
issues.
The extent of the shares outstanding in terms of the general authority is
15 715 304 ordinary shares, equivalent to 8,36% of the company`s total
issued share capital. Following the repurchases,
- 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 the company`s articles of
association;
- 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 Stefanutti Stocks have considered the impact of the
repurchases and are of the opinion that:
- Stefanutti Stocks 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 Stefanutti Stocks and the group will be in excess of the
liabilities of Stefanutti Stocks 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 Stefanutti Stocks 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 Stefanutti Stocks 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
Set out in the table below are the pro forma financial effects of the
repurchases based on Stefanutti Stocks` published reviewed condensed
consolidated results for the year ended 28 February 2010. The pro forma
financial effects have been prepared for illustrative purposes only to
provide information of how the repurchases may have impacted on the results
and financial position of Stefanutti Stocks. The unaudited pro forma
financial effects are the responsibility of Stefanutti Stocks` directors.
Due to their nature, the pro forma financial effects may not give a fair
reflection of Stefanutti Stocks` financial position after the repurchases.
Before the After the Percentag
repurchases repurchases e change
(cents) 1 (cents) (%)
Earnings per share (cents) 220,14 223,01 1,3
2
Headline earnings per 224,34 227,29 1,3
share (cents) 2
Weighted average number of 174 787 507 171 435 023
shares in issue 3
Net asset value per share 974,89 973,41 (0,2)
(cents) 3
Net tangible asset value 321,73 316,50 (1,6)
per share (cents) 3
Net shares in issue 172 476 565 171 490 913
Notes:
1. Extracted from the published reviewed condensed consolidated results
of Stefanutti Stocks for the year ended 28 February 2010.
2. Earnings and headline earnings per share are based on the following
assumptions:
- the repurchases were effected on 1 March 2009; and
- the repurchases were financed through available cash resources on
which interest accrued at an after tax rate of 5,4% 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 28 February
2010.
4. The tax rate used is 28%.
Johannesburg
2 August 2010
Sponsor: Bridge Capital Advisors (Pty) Limited
Date: 02/08/2010 15:07:01
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