| Fri 11 Jan 2008, 16:30 | | BCH - Best Cut Limited - Announcement |
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BCH
BCH
BCH - Best Cut Limited - Announcement
BEST CUT LIMITED
(Registration number: 1989/001319/06)
(Previously Integrear Limited)
Share Code: BCH
ISIN: ZAE000105391
("Best Cut" or "the Company")
ANNOUNCEMENT RELATING TO
- RESULTS OF SPECIFIC ISSUE OF SHARES FOR CASH;
- REVISED FINANCIAL EFFECTS; AND
- LIFTING OF THE SUSPENSION
Shareholders are referred to the circular issued to shareholders on 4 October
2007 ("circular") and the announcement released on 30 October 2007 ("previous
announcement"), in terms of which the Company, inter alia, acquired the
businesses of the Best Cut Group ("Best Cut Group") ("the acquisition").
The acquisition was inter alia, subject to Best Cut placing up to 50 million
ordinary shares for cash, at an issue price of between 60 and 100 cents per
share, in terms of the specific approval given by shareholders at the general
meeting held on 26 October 2007, the results of which were announced on 30
October 2007.
Results of Specific Issue
Shareholders are advised Best Cut has placed 12 730 250 ordinary shares at an
issue price of 80 cents per share with various institutional and individual
investors. Mr A Steenkamp, the vendor of the Best Cut Group, has agreed to
accept 24 626 408 ordinary shares in Best Cut, at 80 cents per share, as part
payment of the purchase price for the Best Cut Group.
Financial Effects
The pro forma financial effects of the acquisition and the specific issue on the
historical earnings and headline earnings, net asset value and net tangible
asset value per share are set out below. The financial effects have been
calculated utilising Integrear`s reviewed results for the year ended 30 June
2007, on the assumption that the acquisitions and specific issue occurred for
the purposes of the pro forma balance sheet occurred on 30 June 2007 and on 1
July 2006 for income statement purposes. The directors are responsible for the
preparation of the unaudited pro forma financial effects of Integrear. The pro
forma financial effects are provided for illustrative purposes only and because
of their nature may not give a fair presentation of Integrear`s financial
position after the acquisitions and specific issue.
Per Before After Best Change % After Change %
Share Transaction Cut Specific
( c ) Acquisition Issue
Earnings -1.02 7.22 809% 5.10 -29%
Headline -1.02 7.22 809% 5.13 -29%
Earnings
Net -0.77 -0.77 15.69 2138%
Asset
Value
Net -0.77 -0.77 15.69 2138%
Tangible
Asset
Value
Shares 90,000,000 90,000,000 90,000,000 127,356,658
in Issue
Adjustments
In addition to the adjustments in the announcement dated 30 October 2007 the pro
forma financials have been adjusted to take account of the following.
The acquisition of the assets of Tangeni has been removed; and
The number of shares in issue has increased from 123 475 534 to 127 356 658 due
to more shares being placed than anticipated at the time of the announcement.
Profit Forecast Forecast Forecast
for the 9 for the
Months year ending
ending 30 30 June
June 2008 2009
R`000 R`000
Revenue 150,821 237,690
Cost of sales 104,536 161,050
Gross profit 46,285 76,640
Operating expenses 28,360 47,108
Profit from operations 17,925 29,532
Finance Income
Finance costs (869) (1,879)
Profit before tax 17,055 27,653
Taxation 4,694 7,892
Net Profit for the period 12,361 19,762
Pro FormaWeighted average number 127,356,658 127,356,658
of ordinary shares in issue on
which earnings per share is based
Pro Forma earnings per share 9.71 15.52
(cents)*
Pro Forma headline earnings per 9.71 15.52
share (cents)**
Notes
The above forecast reflects the business of Best Cut for the 9 months ending 30
June 2008 and the year ending 30 June 2009 as set out in the circular and
previous announcement, adjusted as set out below;
The financial forecasts reflected above, have only been adjusted in respect of a
saving in finance cost until 1 October 2008 as R 10 million will be subject to
interest charges and a further R 10 million, being a shareholder loan, will
be interest free up and until 1 October 2008.; and
The number of shares used for the calculation of the pro forma earnings and
headline earnings per shares increased to 127 356 658.
* Earnings per share annualised for year ending 2008 is 12.95 cents per share.
Lifting of the suspension
Following the fulfilment of the last outstanding conditions and the achievement
of the required shareholder spread in terms of the Listing Requirements of the
JSE Limited, the JSE has agreed to lift the suspension on the shares of Best Cut
with effect from the commencement of trade on the JSE on Monday, 14 January
2008.
Pretoria
11 January 2008
Sponsor
Exchange Sponsors (Pty) Limited
Date: 11/01/2008 16:30:01 Produced by the JSE SENS Department.
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