TRUWORTHS INTERNATIONAL LIMITED - General repurchase of shares

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
   13 307 113 Truworths ordinary shares (“Shares”) in aggregate, being 3% of the Shares in issue as at
   5 November 2020. 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 5 November 2020
   (“General Authority”), (the “Repurchase”).

    The Repurchase has in part been effected by Truworths Trading (Proprietary) Limited, a wholly-
    owned subsidiary of the company, which has repurchased 9 797 153 Shares and holds these Shares
    as treasury Shares. The remainder, being 3 509 960 Shares, have been repurchased by the
    company and will be cancelled and their listing on the JSE removed on or about 7 May 2021.

2. DETAILS OF THE REPURCHASE

   Dates of the Repurchase:                                        Between 5 November 2020 and
                                                                   3 May 2021, both days inclusive
   Total number of Shares repurchased:                                                13 307 113
   Highest price paid per Share:                                                           R49.93
   Lowest price paid per Share:                                                            R34.55
   Total value of Shares repurchased (exclusive of costs):                          R554 272 990
   The number of Shares which may still be repurchased by                              8 841 086
   the company in terms of the General Authority:
   The percentage of Shares which may still be repurchased                                     2%
   by the company in terms of the General Authority:
   The total number of Shares in issue as at the date of this                         442 963 993
   announcement:
   The total number of Shares held in treasury as at the date                          42 030 000
   of this announcement (exclusive of Shares about to be
   cancelled, and taking account of Shares that have vested
   during the current financial period pursuant to the
   company’s 2012 share plan, and have accordingly been
   released from treasury holdings):

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, 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 28
           June 2020;
   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; and
   4.4     the company and the group’s working capital will be adequate for ordinary business purposes
           of the company and the group.

   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 14 December 2020
         to the date of publication of Truworths’ interim financial results for the 26 weeks ended 27
         December 2020 on 18 February 2021 (“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
   R555 984 753 (being the total value of the Shares repurchased plus transaction costs), treasury
   Shares increased by 9 797 153 Shares and the number of Shares in issue will decrease by 3 509 960
   upon delisting and cancellation of such Shares. The annualised interest foregone on the reduced
   cash balances is estimated at R17 093 195 after tax (assuming an interest rate of 4.27% pa). The
   Repurchase will have 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 13 307 113 Shares.

4 May 2021
Cape Town


JSE Sponsor: One Capital
NSX Sponsor: Merchantec Capital

Date: 04-05-2021 09:30:00
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