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General Repurchase Of Ordinary Shares

Published: 2023-03-22 18:30:32 ET
<<<  go to JSE:CGR company page
CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/027663/06)
JSE Share code: CGR
ISIN: ZAE000109203
(“Calgro” or “the Company”)


GENERAL REPURCHASE OF ORDINARY SHARES


At the annual general meeting (“AGM”) of the Company held on Friday, 29 July 2022,
shareholders, by special resolution, granted a general authority to the board of directors of the
Company (“Board”) to repurchase up to 20% of the issued ordinary share capital of the
Company, on the terms and subject to the conditions specified in the notice of AGM (“General
Authority”).

Shareholders are hereby advised that, during the period commencing on 15 March 2023 to
20 March 2023, the Company has repurchased an aggregate of 6 000 000 ordinary shares,
representing 4,28% of the issued ordinary share capital of the Company as at the date on
which the General Authority was granted. The aforementioned ordinary shares were
repurchased for an aggregate value of R15 000 000, funded out of the Company’s available
cash resources, as follows:

 Date of            Aggregate number of      Price per ordinary  Aggregate value
 repurchases        ordinary shares          share repurchased
                    repurchased
 15 March 2023                        21 859               R2.50       R54 647.50
 16 March 2023                       152 000               R2.50      R380 000.00
 20 March 2023                     5 826 141               R2.50   R14 565 352.50
 Total                             6 000 000                       R15 000 000.00

The repurchases were made in terms of the General Authority and were effected through the
order book operated by the JSE Limited trading system without any prior understanding or
arrangement between the Company and the counterparties. The requirements for the general
repurchase of ordinary shares in terms of paragraph 5.72(a) of the JSE Limited Listings
Requirements, have been complied with.

The repurchases took place in accordance with a repurchase programme submitted to the
JSE Limited prior to the commencement of the prohibited period, in terms of paragraph 5.72(h)
of the JSE Limited Listings Requirements.

The ordinary shares repurchased have been and will be de-listed and cancelled by the date
of this announcement or as soon as possible thereafter as the JSE Limited may permit.

The Company may repurchase up to a further 22 058 903 ordinary shares (15,72% of the
ordinary shares in issue as at the date on which the General Authority was granted), in terms
of the current General Authority, which is valid until the Company’s next AGM.

As at the date of this announcement, the Company held 18 894 449 ordinary shares in
treasury (through Calgro M3 Employee Benefit Trust, Calgro M3 Empowerment Trust and
Calgro M3 Developments Limited). The impact of the repurchases of the ordinary shares on
the financial position of the Company is immaterial, as the repurchases were funded out of the
Company’s available cash resources.
OPINION OF THE BOARD

The Board has considered the effect of the repurchases and is of the opinion that, for a period
of 12 months following the date of this announcement:

-    the Company and its subsidiaries (“the Group”) will be able, in the ordinary course of
     business, to repay their debts;
-    the consolidated assets of the Company and the Group will be in excess of the
     consolidated liabilities of the Company and the Group;
-    the Company’s and the Group’s share capital and reserves will be adequate for the
     ordinary business purposes of the Company and the Group; and
-    the Company and the Group will have sufficient working capital for ordinary business
     purposes.

Johannesburg
22 March 2023

Sponsor
PSG Capital