| Fri 6 Feb 2009, 15:13 | | BSS - BSI - Proposed Specific Repurchase And Cancellation Of Shares |
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BSS
BSS
BSS - BSI - Proposed Specific Repurchase And Cancellation Of Shares
BSI STEEL LIMITED
(formerly BSI (SA) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2001/023164/06)
JSE code: BSS
ISIN: ZAE000125134
("BSI")
PROPOSED SPECIFIC REPURCHASE AND CANCELLATION OF SHARES
Subject to JSE approval, a circular to shareholders, including a notice of a
shareholders` general meeting, will be posted on or about 6 March 2009. At that
general meeting, which will be held on 27 March 2009, shareholders will be asked
to approve the repurchase of 17 620 232 shares issued to the BSI Share Incentive
Scheme at an aggregate price of 89 cents each for an aggregate purchase
consideration of R15 769 232 in order to cancel them as the BSI Steel Share
Incentive Scheme will be superseded by the BSI Steel Share Appreciation Right
Scheme ("the repurchase"). The repurchase will be set-off against the loan
account to the BSI Share Incentive Scheme.
FINANCIAL EFFECTS OF THE REPURCHASE
The unaudited pro forma financial effects of the repurchase, for which the
directors are responsible, are provided for illustrative purposes only to show
the effect of the repurchase on earnings and headline earnings per share as if
the repurchase had taken effect on 1 April 2008 and on net asset value and net
tangible asset value per share as if the repurchase had taken effect on 30
September 2008. Because of their nature, the unaudited pro forma financial
effects may not give a fair presentation of the group`s financial position and
performance. The unaudited pro forma financial effects have been compiled from
the unaudited group consolidated financial statements for the six months ended
30 September 2008 and are presented in a manner consistent with the format and
accounting policies adopted by the group and have been adjusted as described in
the notes below:
Audited
Before the Unaudited
Notes repurchase After the
repurchase %
Earnings per share 2 17.7 17.7 -
(cents)
Headline earnings per 2 17.7 17.7 -
share (cents)
Net asset value per 3 59.3 59.3 -
share (cents)
Net tangible asset value 57.0 57.0 -
per share (cents) 3
Weighted average number 719 788 719 788 -
of shares in issue
(000`s)
Shares in issue at end 718 855 718 855 -
of period (000`s) 1
Notes:
1. The "Audited Before the repurchase" column reflects the unaudited results
of the group for the six months ended 30 September 2008. The 17 620 232
shares issued to the BSI Share Incentive Scheme were excluded when
calculating the earnings, headline earnings, net asset value and net
tangible asset value per share as they were treated as treasury shares at
that time.
2. Earnings and headline earnings per share effects are based on the following
assumptions and information:
- the specific repurchase was effective on 1 April 2008;
- there is no effect in respect of the share trust repurchase as these
shares were taken into account as set out in note 1.
3. Net asset value and tangible net asset value per share effects are based on
the following assumptions and information:
- the specific repurchase was effective on 30 September 2008;
- the authorised share capital of the group will remain unchanged,
however the issued share capital and premium will reduce by R15 769
232 (share capital R176.20 and share premium R15 769 055.80) in the
company, being the price of the shares repurchased and cancelled in
respect of the BSI Share Incentive Scheme and the company`s loan to
the BSI Share Incentive Scheme will be set-off against the share
capital;
- no material costs relate to the repurchase; and
- the actual number of shares in issue in the company will decrease by
17 620 232 as a result of the specific repurchase.
DELISTING OF THE SHARES
Subject to shareholders` approval of the repurchase at the general meeting and
once the relevant special resolution has been registered by the Registrar of
Companies, application will be made to the JSE for the delisting of the
repurchased shares and the cancellation thereof.
Pietermaritzburg
6 February 2009
Designated Adviser
Vunani Corporate Finance
Date: 06/02/2009 15:13:01 Produced by the JSE SENS Department.
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