| Mon 15 Oct 2007, 10:17 | | SBG - Simeka BSG Limited - Acquisition of Premium |
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SBG
SBG
SBG - Simeka BSG Limited - Acquisition of Premium Ideas (Pty) Ltd
SIMEKA BSG LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 2003/012583/06)
Share code: SBG & ISIN code: ZAE000074878
("Simeka BSG" or "the company")
ACQUISITION OF PREMIUM IDEAS (PTY) LTD ("PREMIUM IDEAS")
INTRODUCTION
Simeka BSG shareholders are referred to the cautionary announcement released on
20 August 2007 regarding the acquisition by Simeka BSG of 91,24% of the issued
share capital of Premium Ideas for a maximum consideration of R135 million.
Shareholders are hereby advised that Simeka BSG has successfully negotiated the
acquisition of the remaining minority shareholding in Premium Ideas, resulting
in Simeka BSG now acquiring 100% of the issued share capital of Premium Ideas
for a maximum purchase consideration of R144,0 million.
REVISED PAYMENT TERMS OF THE ACQUISITION
The maximum purchase consideration of R144,0 million is to be settled as
follows:
- within 30 days of the transaction becoming unconditional ("the Transaction
date"):
- R43,200,000 in cash
- R28,800,000 to be paid by the issue of 18,580,645 Simeka BSG shares at
a price of R1,55 per share;
- within 30 days of the approval of the audited financials of Premium Ideas -
for the financial year ended 30 June 2008:
- a maximum of R43,200,000 in cash;
- a maximum of R28,800,000 to be paid by the issue of 18,580,645 Simeka
BSG shares at a price of R1,55 per share.
FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the Premium Ideas acquisition set out in the
table below are the responsibility of the company`s directors and have been
prepared for illustrative purposes only, to show how the terms of the Premium
Ideas acquisition would have affected Simeka BSG`s results for the financial
year ended 31 May 2007. Due to their nature, the pro forma financial effects may
not fairly present the company`s financial position, changes in equity, results
of operations or cash flows.
Before After Percentage
Change
Earnings per share ("EPS") 11,9 13,3 12,0%
(cents)
Headline earnings per share 12,0 13,4 11,8%
("HEPS")
Net asset value per share ("NAV") 65,0 75,8 16,6%
(cents)
Net tangible asset value per 4,2 (18,3) (538,2%)
share ("NTAV") (cents)
Notes:
1. The "Before" column reflects the EPS, HEPS, NAV and NTAV as disclosed in
Simeka BSG`s results for the financial year ended 31 May 2007.
2. The "After" column reflects what the NAV and NTAV would have been at 31 May
2007 had the Premium Ideas acquisition taken place on 31 May 2007 and what
the EPS and HEPS would have been had the Premium Ideas acquisition taken
place on 1 June 2006.
3. The calculation in the "After" column is based on 415 085 000 weighted in
issue and to be issued Simeka BSG shares for the purposes of calculating
EPS and HEPS and 405 206 000 shares in issue for the purposes of
calculating NAV and NTAV.
Rosebank
15 October 2007
Designated advisor
Java Capital (Proprietary) Limited
Advisors to Premium Ideas
April 27 Corporate Finance (Proprietary) Limited
Date: 15/10/2007 10:17:01 Produced by the JSE SENS Department.
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