General repurchase of shares by a wholly owned subsidiary
Incorporated in the Republic of South Africa
(Registration number 1940/013924/06)
JSE Code: HLM
(“Hulamin” or “the Company”)
GENERAL REPURCHASE OF SHARES BY A WHOLLY OWNED SUBSIDIARY
In compliance with the JSE Limited Listings Requirements, shareholders are hereby advised that Hulamin,
via its wholly owned subsidiary, Hulamin Operations Proprietary Limited, has cumulatively repurchased
9 587 905 ordinary shares, representing 3% of the issued ordinary share capital of the Company as at 15 May 2019
in terms of:
- general authorities to repurchase up to 5% of the Company’s ordinary shares granted by shareholders
at the Company’s annual general meetings held on 26 April 2018 and 15 May 2019; and
- repurchase programme to repurchase ordinary shares during a closed period (“Repurchase
Programme”), collectively “the Repurchases”,
in order to satisfy the obligations of the various share incentive schemes operated by Hulamin (“the Schemes”)
in respect of identified participants.
The closed period commenced on 1 January 2020 and will terminate once the Company’s 2019 annual
financial results are published. It is anticipated that the Repurchase Programme will terminate on or about
20 April 2020.
In compliance with the JSE Listings Requirements, the Company confirms that –
- the Repurchase Programme was put in place, and the JSE notified accordingly, prior to the
commencement of the closed period;
- a single independent agent (broker) was mandated, on an irrevocable basis, to execute the Repurchases
in terms of certain pre-set parameters;
- no ordinary shares were repurchased during the “interim closed period” (i.e. between 30 June 2019 and
the release of the interims results on 23 August 2019);
- 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 parties; and
- the Repurchases were not executed at a price higher than 10% above the weighted average trading price
for Hulamin ordinary shares for the 5 business days immediately preceding the date on which any such
repurchase was effected.
The repurchased ordinary shares will either be used by the Schemes against unexercised share options, held
as Treasury Shares or cancelled and delisted.
The repurchased shares are currently held as Treasury Shares and the Company does not hold any other
shares as Treasury Shares.
The following information is provided in compliance with the JSE Listings Requirements:
The extent of the authority outstanding after the Repurchases is 6 391 936 ordinary shares, representing 2%
of the Company’s issued share capital as at 15 May 2019.
During the period from 20 March 2019 up to 21 January 2020, 9 587 905 ordinary shares have been
repurchased for a total value of R24 751 644, with the pricing as follows:
Volume weighted average Highest purchase price Lowest purchase price
purchase price per share
258 cps 470 cps 190 cps
The Repurchases were funded from the Company’s current cash resources.
Cash balances will decrease by R25m as a result of the Repurchases, however, the impact on other areas of
the Company’s financial information is immaterial.
Statement by the Board of Directors:
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 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 recognised and measured in accordance with the
accounting policies used in the latest audited group annual financial statements;
• the share capital and reserves of the Company and the group will be adequate for ordinary business
• 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 in terms of section 4 of the
Companies Act and since the test was performed, there have been no material changes to the financial
position of the group.
22 January 2020
Questco Corporate Advisory Proprietary Limited
Date: 22-01-2020 12:09:00
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