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TRUWORTHS INTERNATIONAL LIMITED - General repurchase of shares

Release Date: 26/04/2022 15:10
Code(s): TRU     PDF:  
Wrap Text
General repurchase of shares

Truworths International Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017491/06)
JSE Code: TRU
NSX Code: TRW
ISIN: ZAE000028296
LEI: 37890099AFD770037522
(“Truworths” or the “company”)

GENERAL REPURCHASE OF SHARES


1. INTRODUCTION
   In terms of paragraph 11.27 of the JSE Limited Listings Requirements (“Listings Requirements”),
   Truworths shareholders (“Shareholders”) are advised that the company has cumulatively repurchased
   13 019 842 Truworths ordinary shares (“Shares”) in aggregate, being 3% of the Shares in issue as at
   4 November 2021. These repurchases have been made by way of open market transactions on the
   securities exchange operated by the JSE Limited (“JSE”) in accordance with the general authority
   granted by Shareholders at the company’s annual general meeting held on 4 November 2021
   (“General Authority”), (the “Repurchase”).

   The Repurchase has been effected by the company resulting in the periodic cancellation and removal
   of the listing of such Shares on the JSE.

2. DETAILS OF THE REPURCHASE

      Dates of the Repurchase:                                            Between 4 November 2021 and
                                                                   22 April 2022, both days inclusive
      Total number of Shares repurchased:                                                  13 019 842
      Highest price paid per Share:                                                            R58.00
      Lowest price paid per Share:                                                             R47.65
      Total value of Shares repurchased (exclusive of costs):                            R698 310 152
      The number of Shares which may still be repurchased by                               30 820 896
      the company in terms of the General Authority:
      The percentage of Shares, based on the Shares in issue as                                    7%
      at 27 June 2021, which may still be repurchased by the
      company in terms of the General Authority:
      The total number of Shares in issue as at the date of this                          420 418 107
      announcement:
      The total number of Shares held in treasury as at the date                           40 730 935
      of this announcement (exclusive of Shares (i) in the
      process of being cancelled; and (ii) that have vested during
      the current financial period pursuant to the company’s 2012
      share plan):

3. SOURCE OF FUNDS
   The Repurchase was funded from cash resources of the group (being the company and its
   subsidiaries).

4. STATEMENT OF THE BOARD
   The directors of the company (“Board”) confirm that, after considering the effect of the Repurchase,
   for a period of 12 months after the date of this announcement:

   4.1     the company and the group will, in the ordinary course of business, be able to pay their debts;
   4.2     the assets of the company and the group will exceed the liabilities of the company and the
           group respectively, such assets and liabilities being fairly valued, recognised and measured in
           accordance with the accounting policies used in the annual financial statements for the 52
           weeks ended 27 June 2021;
   4.3     the issued share capital and reserves of the company and the group will be adequate for
           ordinary business purposes of the company and the group respectively; and
   4.4     the company and the group’s working capital will be adequate for ordinary business purposes
           of the company and the group respectively.

   The Board further confirms that:
   •    paragraph 5.72(a) of the Listings Requirements has been complied with; and
   •    the repurchase of Shares effected during the prohibited period, being from 15 December 2021
        to the date of publication of Truworths’ interim financial results for the 26 weeks ended
        26 December 2021 on 17 February 2022 (“Prohibited Period”), was pursuant to a repurchase
        programme put in place prior to the Prohibited Period in accordance with the Listings
        Requirements.

5. FINANCIAL EFFECTS
   As a result of the Repurchase, the company and group’s cash and cash equivalents decreased by
   R700 466 550 (being the total value of the Shares repurchased plus transaction costs) and the
   number of Shares in issue has decreased by 10 233 846 and will decrease by a further 2 785 996
   Shares upon delisting and cancellation of such further Shares by 3 May 2022. The Repurchase has
   had the effect of reducing the number of Shares in issue and the weighted average number of Shares
   used for purposes of calculating the net asset value per share, earnings per share and headline
   earnings per share, by 13 019 842 Shares.

26 April 2022
Cape Town


JSE Sponsor: One Capital
NSX Sponsor: Merchantec Capital

Date: 26-04-2022 03:10:00
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