| Wed 9 Jun 2010, 16:00 | | BIO - BioScience Brands Limited - General issue of shares for cash |
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BIO
BIO
BIO - BioScience Brands Limited - General issue of shares for cash
BIOSCIENCE BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 2005/005805/06)
Share code: BIO
ISIN code: ZAE000115036
("BioScience" or "the company")
General issue of shares for cash
Shareholders are advised that in terms of a general authority granted by
BioScience shareholders on 28 January 2010, BioScience has issued 178,492,305
ordinary shares of 1 cent each ("the shares") to Pepperonata Trading 1
(Proprietary) Limited ("Pepperonta"), on 1 April 2010 at an issue price of 1
cent ("the general issue") which amounts to R1,784,923,05. Pepporanta will
receive the shares in full and final settlement of the amount owed to them by
BioScience in terms of the Sale and Assignment Agreement signed between
Praesidium Capital Management (Proprietary) Limited ("Praesidium"), Pepperonata
and BioScience whereby Praesidium sold its right, title and interest in and to a
claim against BioScience to Pepperonata. The claim relates to interest incurred
by BioScience when Praesidium advanced the proceeds of a rights offer to
BioScience that it was underwriting to settle an amount outstanding following
the acquisition of Bioharmony (Pty) Ltd and Aldabri 53 (Pty) Ltd in 2008. There
is no discount to the weighted average traded price of the equity securities for
the 30 days prior to the date that the issue was agreed being 1 April 2010.
The pro forma financial effects of the general issue on BioScience`s historical
earnings per share ("EPS") and headline earnings per share ("HEPS") for the
interim period ended 31 December 2009 and net asset value ("NAV") and net
tangible asset value ("NTAV`) per share at 31 December 2009, are set out in the
table below.
The unaudited pro forma financial effects of the general issue are provided for
illustrative purposes only to illustrate the effects of the general issue on
BioScience`s published results for the interim period ended 31 December 2009.
The unaudited pro forma financial effects are the responsibility of BioScience`s
directors. Due to the nature of the unaudited pro forma financial information,
it may not give a fair picture of BioScience`s financial results and position
after the general issue.
Published
interim
results for
the period
ended 31 After the
December 2009 general issue Change
(cents) (cents) (%)
EPS and (0.0565) (0.0461) 18.32%
diluted EPS
HEPS and (0.0575) (0.0471) 18.11%
diluted HEPS
NAV per share 1.95 1.88 (3.31%)
NTAV per (0.29) (0.20) 30.19%
share
Weighted 2 442 870 2 621 363 7.31%
average
shares in
issue (`000)
Number of 2 442 870 2 621 363 7.31%
shares in
issue (`000)
Shares in 2 442 870
issue at 31
December 2009
Notes and assumptions:
1. The interim financial information has been extracted from the published
interim report of BioScience for the 6 months ended 31 December 2009;
2. EPS, diluted EPS, HEPS and diluted HEPS, as set out in the "After the
general issue" column , reflect the effects of the general issue on EPS,
diluted EPS, HEPS and diluted HEPS for the 6 months ended 31 December 2009
based on the following assumptions:
- the general issue was effective 1 July 2009; and
- the proceeds amount of R1,784,923,05 was used to settle the interest
amount due to Praesidium following the advance by Praesidium to
BioScience of the proceeds of the rights offer for the acquisition of
Bioharmony (Pty) Ltd and Aldabri 53 (Pty) Ltd
3. NAV per share and NTAV per share, as set out in the After the general
issue" column reflect the effect of the general issue on NAV per share and
NTAV per share at 31 December 2009.
Durban
9 June 2010
Designated Advisor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 09/06/2010 16:00:02 Produced by the JSE SENS Department.
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