| Tue 21 Oct 2008, 15:02 | | BIO - Bioscience Brands - Purchase Of the Phyto Nova Brand and the business |
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BIO
BIO
BIO - Bioscience Brands - Purchase Of the Phyto Nova Brand and the business
related to the brand from Thebe Medicare (PROPRIETARY) Limited ("THEBE")
BIOSCIENCE BRANDS LIMITED
(formerly Wellco Health Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2005/005805/06)
("BioScience" or "the company")
ISIN Code: ZAE000115036 Share code: BIO
PURCHASE OF THE PHYTO NOVA BRAND AND THE BUSINESS RELATED TO THE BRAND FROM
THEBE MEDICARE (PROPRIETARY) LIMITED ("THEBE")
Introduction
On 25 July 2008 Thebe and BioScience concluded an option agreement in terms of
which BioScience granted to Thebe the right to acquire 571 428 571 ordinary
shares at price of 3.5 cents per share. In terms of the option agreement, Thebe
may acquire all or part of the option shares at any time after the option
agreement becomes unconditional, up to and including 31 August 2009. Thebe and
BioScience agreed that Thebe may elect to pay the option price, or a portion
thereof, by way of the sale to BioScience of one or more Thebe brands or in
cash. Shareholders approved the specific issue of shares in this regard at the
general meeting held on 1 September 2008, as Thebe is a related party to
BioScience Brands.
Thebe Natural Medicines (Pty) Limited ("Thebe Natural Medicines") is a 90.1%
subsidiary of Thebe and Bioscience Trading (Pty) Limited ("BioScience Trading")
is a wholly owned subsidiary of BioScience. Thebe Natural Medicines has agreed
to sell the brand Phyto Nova ("the brand") and the business related to the brand
to BioScience Trading.
In order to enable the BioScience Trading to pay for the brand and the business,
Thebe will exercise the option agreement in part and BioScience will then lend
the purchase price of such shares to the BioScience Trading which will in turn
be utilised by the BioScience Trading to pay Thebe Natural Medicines. This
agreement deals with the exercise by Thebe of the option agreement in part and
the sale of the brand and the business related to the brand.
Background to Phyto Nova
Phyto Nova is a range of natural medicines, developed using indigenous South
African medicinal plants. It provides natural alternatives to dealing with
common ailments such as tension headaches and coughs and colds. Thebe Natural
Medicines carries on the business of a producer and seller of Phyto Nova from
premises at 17 Faraday Street, Village Main, Johannesburg. The business includes
the production and sale of natural medicines under the brand ("the business").
Rationale
The purchase of Phyto Nova by BioScience Trading is in line with the Group`s
strategy to acquire brands through which to achieve its vision of positioning
BioScience as a significant brand owner in the health, wellness and sports
nutrition markets. The purchase of Phyto Nova is expected to enhance
BioScience`s earnings and will provide good opportunities for both organic
growth and additional points of entry into customers.
Terms of the Acquisition
BioScience Trading will purchase the brand and business as a going concern with
effect from 2 September 2008, being the effective date.
The purchase price of the business is R 9 000 000 (ZAR nine million) plus the
value of the stock at historical cost. The purchase price shall be paid by the
BioScience Trading to the Thebe Natural Medicines as follows:
* the value of the stock is payable in cash on or before 31 October 2008;
* R9 000 000 will be settled by the exercise by Thebe of the option to
purchase 257 142 857 ordinary shares in BioScience at 3.5 cents per share;
The agreement provides for the purchase price to be increased to a maximum
purchase price of R14 000 000, in the event that targeted sales of R9 727 445
are exceeded for the period from 02 September 2008 to 31 August 2008, whereby
any additional payment will be calculated at 75% of any excess sales, to a
maximum of R14 000 000. Any additional purchase consideration will be settled
through the Thebe option mentioned above, or, in the event that the Thebe option
is fully subscribed, then in cash.
The brands and business being purchased has been independently valued by Moore
Stephens, and the purchase price has been found to be fair between R9 000 000
and R14 000 000.
Normal warranties for the purchase of a business and brands have been given. No
profit warranties have been given.
Pro forma financial effects
Set out in the table below are the pro forma financial effects of the purchase
of the brand and business, which have been prepared for illustrative purposes
only. This is to provide information about how the purchase of the brand and
business might have affected the financial information had the acquisition taken
place at 01 March 2007. The pro forma financial effects, because of its nature,
may not give a true reflection of the financial position, the cash flow
position, and the results of operations or the changes in equity of BioScience.
The pro forma financial effects are as follows:
Fully diluted information Before After % change
Loss per share (2.80) (1.77) 36.73%
Headline loss per share (2.54) (1.61) 36.74%
Net asset value per share 2.38 2.53 6.20%
(cents)
Net tangible asset value per (0.11) (0.04) 58.63%
share (cents)
Shares in issue at period end 1 693 054 381 1 950 197 238 15.19%
Weighted average shares in issue 446 020 463 703 163 320 57.65%
Notes:
i) The `Before` column shows the audited results of BioScience Brands for the
16 month period ended 30 June 2008, prepared in accordance with the
International Financial Reporting Standards and the Companies Act of South
Africa, which has been extracted without adjustment from the published
results of BioScience Brands.
ii) The `After` column shows the adjustments due to the purchase of the brand
after the following assumptions were taken into account in the Balance
Sheet:
a Consolidation of the draft Thebe Natural Medicines Balance Sheet as at 31
March 2008. The Phyto Nova Brand business was the only business conducted
by Thebe Natural Medicines.
b The Loan from Group Companies of R 1 318 730 appearing in the Thebe Natural
Medicines Balance Sheet has been eliminated upon consolidation as it is
considered to be an inter company adjustment.
c Intangibles relating to the Phyto Nova Brand of R 8 040 869 was raised on
the consolidation.
d Issue of 257 142 857 ordinary shares in BioScience at a price of 3.5 cents
per share with each share having a par value of 0.01 cents.
e The number of shares in issue at year end has been calculated as if all
shares issued were issued on 30 June 2008.
iii) The `After` column shows the adjustments due to the purchase of the brand
and business after the following assumptions were taken into account in the
Income Statement:
a Consolidation of Thebe Natural Medicines Income Statement for the year
ended 31 March 2008, proportionately increased to cover a 16 month period
in order to be comparable to the BioScience Income Statement. The Phyto
Nova Brand business was the only business conducted by Thebe Natural
Medicines.
b Group Management Fees of R360 000 as well as Finance costs on Group
Interest Charges of R67 500 appearing in the Thebe Natural Medicines Income
Statement have been eliminated upon consolidation as it is considered to be
an inter company adjustment.
c Issue of 257 142 857 ordinary shares in BioScience at a price of 3.5 cents
per share with each share having a par value of 0.01 cents.
d The weighted average number of shares issued has been calculated as if all
shares issued were issued on the 1 March 2007 and have therefore been in
issue for the full 16 months up to 30 June 2008.
Johannesburg
21 October 2008
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 21/10/2008 15:02:10 Produced by the JSE SENS Department.
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