MMI Share buy-back
MMI Holdings Limited (Incorporated in the Republic of South Africa)
Registration number 2000/031756/06)
JSE share code: MMI
NSX share code: MIM
(“MMI Holdings” or “The Company”)
MMI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1904/002186/06)
Company code: MMIG
The board of directors of the Company ("Board") hereby, in terms of paragraph
11.27 of the Listings Requirements of the JSE Ltd ("JSE"), informs shareholders
that the Company, in accordance with the general authority granted by
shareholders at the Company’s annual general meeting held on 24 November 2017
("General Authority"), has cumulatively repurchased from shareholders, through
the order book operated by the JSE, and in a series of unrelated transactions
without any prior understanding or arrangement between the Company and these
shareholders, a number of ordinary shares as per the details hereunder.
Accordingly, the Company has complied with paragraph 5.72 (a) of the Listings
Requirements of the JSE.
2. DETAILS OF THE CUMULATIVE REPURCHASE
Dates of Repurchase: Wednesday, 07 March 2018 to
Tuesday, 20 November 2018
Highest repurchase price per share: R23.23
Lowest repurchase price per share: R16.20
Number of shares repurchased: 100 962 617
Total cost of shares repurchased: R1 916 266 151
The number of shares which may still be
repurchased by the company in terms of the 135 455 974
The percentage of shares which may still be
repurchased by the company in terms of the 8.59%
Total shares in issue on 07 March 2018: 1 576 123 941
Total shares in issue on 20 November 2018: 1 530 288 264
Number of Treasury shares: 55 126 940
Subsequent to the previous announcement made by the Company on 5 July 2018, the
Company directly repurchased a further 1.98% (31 271 464 shares) of the
outstanding shares. In addition, further shares representing 1.42% (22 314 032
shares) of the outstanding shares have been purchased through a wholly owned
subsidiary of the Company. The shares repurchased through the Company’s
subsidiary will be held as treasury shares.
Following the previous A5 delisting application approved by the JSE on 29 June
2018, a further A5 delisting application to the JSE has been submitted,
requesting a cancelation of an additional 32 812 908 shares repurchased by the
Company and the listing thereof terminated.
3. STATEMENT BY THE BOARD
The Board has considered the effect of the Repurchase and is of the opinion
that, for a period of 12 months following the date of the Repurchase:
• The Company and its subsidiaries (the "group") will be able in the ordinary
course of business to pay its debts;
• The assets of the Company and the group will be in excess of the liabilities
of the Company and the group. For this purpose, the assets and liabilities
were recognized and measured in accordance with the accounting policies used
in the latest audited annual group financial statements;
• The share capital and reserves of the Company and the group will be adequate
for ordinary business purposes;
• The working capital of the Company and the group will be adequate for
ordinary business purposes; and
• The Company and the group have passed the solvency and liquidity test and
since the test was performed, there have been no material changes to the
financial position of the group
4. SOURCE OF FUNDS
The repurchase was funded from The Company’s internal cash resources.
5. FINANCIAL INFORMATION
The Company’s cash balances have decreased cumulatively by R1 916 266 151 as a
result of the Repurchase, since its commencement. Upon cancellation of the
Repurchase Shares, share capital and retained earnings will reduce by the amount
of the Repurchased Shares so cancelled.
6. COMPLETION OF THE REPURCHASE PROGRAMME
The repurchase programme will continue until the earlier of the completion of
the R2 billion buy-back program or 12 months.
22 November 2018
Sponsor in South Africa
Merrill Lynch South Africa (Pty) Limited
Sponsor in Namibia
Simonis Storm Securities (Pty) Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 22/11/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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