Try our mobile app

General Repurchase of Ordinary Shares

Published: 2023-03-30 16:05:19 ET
<<<  go to JSE:ISB company page
INSIMIBI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB & ISIN: ZAE000116828
(“the Company”)


GENERAL REPURCHASE OF ORDINARY SHARES


At the annual general meeting of the Company held on 6 July 2022 (“AGM”), shareholders,
by special resolution, granted a general authority to the board of directors of the Company
(“Board”) for the Company and/or any of its subsidiaries to cumulatively 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 4 August 2022 to
29 March 2023, the Company and a wholly-owned subsidiary of the Company cumulatively
repurchased an aggregate of 12,633,120 ordinary shares, representing 3% 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
R13,391,836, funded out of the Company and its subsidiary’s available cash resources, as
follows:

 Date of            Aggregate          Highest price      Lowest price       Aggregate
 repurchases        number of          per ordinary       per ordinary       value
                    ordinary           share              share
                    shares             repurchased        repurchased
                    repurchased
 4 August 2022      12,633,120         R1.18              R0.94              R13,391,836
 to 29 March
 2023

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 or its subsidiary and the counterparties. The
requirements for the general repurchase of ordinary shares in terms of paragraph 5.72(a) of
the JSE Limited (“JSE”) Listings Requirements, have been complied with.

A portion of the ordinary shares repurchased under the General Authority were repurchased
during a prohibited period, as contemplated in the JSE Listings Requirements. Such
repurchases took place in accordance with a repurchase programme submitted to the JSE
prior to the commencement of the prohibited period, in terms of paragraph 5.72(h) of the JSE
Listings Requirements.

A portion of the ordinary shares repurchased have already been de-listed and cancelled. The
remainder of the repurchased shares will be de-listed and cancelled on 6 April 2023 or as
soon as possible thereafter as the JSE Limited may permit.

The Company and its subsidiaries may repurchase up to a further 71,674,572 ordinary shares
(17% 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
annual general meeting.
As at the date of this announcement, the Company held 13,707,044 ordinary shares in
treasury. 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
30 March 2023

Sponsor
PSG Capital