| Thu 17 Jun 2010, 17:45 | | BJM - Barnard Jacobs Mellet Holdings Limited - Announcement and further |
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BJM
BJM
BJM - Barnard Jacobs Mellet Holdings Limited - Announcement and further
cautionary announcement
Barnard Jacobs Mellet Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/004798/06)
JSE code: BJM ISIN: ZAE000014262
("BJM" or "the Company")
ANNOUNCEMENT REGARDING:
-THE PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION BY RENAISSANCE SECURITIES
HOLDINGS (SA) (PROPRIETARY) LIMITED ("RenCap") OF BARNARD JACOBS MELLET
SECURITIES (PROPRIETARY) LIMITED ("BJM Securities");
- NOTICE OF GENERAL MEETING OF BJM SHAREHOLDERS; AND
- FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of BJM ("Shareholders") are referred to the announcement dated
Monday, 3 May 2010 ("the 3 May Announcement"), whereby they were advised that
an agreement has been entered into between BJM and RenCap, a wholly-owned
subsidiary of Renaissance Capital, relating to the acquisition by RenCap of BJM
Securities, a wholly-owned subsidiary of BJM, for a maximum cash consideration
of R207 million, subject to certain conditions ("the BJM Securities
Transaction").
Shareholders are advised that the pro forma financial effects of the BJM
Securities Transaction, based on the audited financial results of BJM for the
year ended 31 March 2010, have now been finalised and are set out below.
2. PRO FORMA FINANCIAL EFFECTS
Set out in the table below are the unaudited pro forma financial effects of the
BJM Securities Transaction based on the audited financial results of BJM for
the year ended 31 March 2010. The unaudited pro forma financial effects have
been prepared for illustrative purposes only to provide information on how the
BJM Securities Transaction may have impacted on the results and financial
position of BJM. Because of their nature, the pro forma financial effects may
not give a true picture of, or fairly present, BJM`s financial position,
changes in equity, results of operations or cash flows, after the BJM
Securities Transaction.
The existing accounting policies of BJM have been used in calculating the pro
forma financial information.
The board of directors of BJM is responsible for the preparation of the pro
forma financial effects.
Before the After the
BJM Securities BJM Securities
Transaction Transaction Change
(cents) (cents) (%)
Basic earnings
per share (1) 18.9 16.8 (11.1)
Headline earnings
per share (1) 24.0 (31.0) (229.3)
Diluted headline
earnings per share (1) 20.5 (26.5) (229.3)
Net asset value
per share (2) 446.5 463.9 3.9
Tangible net asset
value per share (2) 29.8 29.8 -
Notes:
1. The amounts in the "Before the BJM Securities Transaction" column represent
the basic earnings, headline earnings and diluted headline earnings per share
as disclosed in the published audited financial results for the year ended 31
March 2010. The amounts in the "After the BJM Securities Transaction" column
represent the basic earnings, headline earnings and diluted headline earnings
per share on the assumption that the BJM Securities Transaction was effective
from 1 April 2009.
2. The amounts in the "Before the BJM Securities Transaction" column represent
the net asset value and tangible net asset value per share as disclosed in the
published financial audited results for the year ended 31 March 2010. The
amounts in the "After the BJM Securities Transaction" column represent the net
asset value and tangible net asset value per share based on the published
audited financial results for the year ended 31 March 2010 adjusted for the BJM
Securities Transaction, had it been effected on 31 March 2010.
3. The unaudited pro forma financial effects are based on the following
assumptions:
- transaction costs of R3 970 000 (excluding VAT) have been provided for in the
above financial effects, which are once-off by nature, with a tax effect on the
above;
- an once-off tax charge of R17 317 000 relating to the section 45 of the
Income Tax Act, 1962 (Act 58 of 1962), as amended, degrouping; and
- the Consideration of R207 000 000. A Capital Gains Tax loss is incurred,
therefore no tax provision has been made.
3. SALIENT DATES AND TIMES FOR THE GENERAL MEETING OF SHAREHOLDERS
A circular, containing full details of the BJM Securities Transaction,
including a notice of general meeting to consider and, if deemed fit, approve
the special and ordinary resolutions necessary to approve the BJM Securities
Transaction and matters related thereto ("the General Meeting"), will be posted
to Shareholders on Friday, 18 June 2010.
Below are the salient dates and times:
2010
Circular posted to Shareholders on Friday, 18 June
Last day to lodge Forms of Proxy with the
Transfer Secretaries, Link Market Services
South Africa (Proprietary) Limited, for
the General Meeting by 10:00 on Thursday, 8 July
General Meeting of Shareholders to be held
at 10:00 at the registered office of BJM,
being 24 Fricker Road, Illovo Corner,
Illovo, Johannesburg, on Monday, 12 July
Results of General Meeting released on SENS on Monday, 12 July
Results of General Meeting published in the press on Tuesday, 13 July
Notes:
1. The salient dates and times in this announcement are subject to amendment.
Any such amendment will be released on SENS and published in the press. Any
reference to time is a reference to South African time.
2. If the General Meeting is adjourned or postponed, Forms of Proxy must
be received by no later than 48 hours prior to the time of the adjourned or
postponed General Meeting, provided that, for the purpose of calculating the
latest time by which Forms of Proxy must be received, Saturdays, Sundays and
gazetted public holidays in South Africa will be excluded.
4. FURTHER CAUTIONARY ANNOUNCEMENT
As the pro forma financial effects of the BJM Securities Transaction have now
been announced, Shareholders are advised that the cautionary announcement,
released as part of the 3 May Announcement, is hereby withdrawn.
However, Shareholders are further advised that BJM is currently in discussions
which, if successfully concluded, may have a material effect on the price of
the Company`s securities. Accordingly, Shareholders are advised to continue
exercising caution when dealing with the Company`s securities until a further
announcement is made.
Illovo
17 June 2010
Independent sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Registration number 1996/000034/07)
Corporate adviser
Deloitte & Touche
Corporate Finance Division
Tax and legal advisers
Deloitte & Touche
Tax & Legal Division
Sponsor
BARNARD JACOBS MELLET
Corporate Finance
Reporting accountants
KPMG
Attorneys to RenCap
BOWMAN GILFILLAN ATTORNEYS
Independent expert
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 17/06/2010 17:45:01 Produced by the JSE SENS Department.
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