| Thu 24 Jun 2010, 9:56 | | BSS - BSI Steel Limited - Financial effects of the acquisition of Staalbeer |
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BSS
BSS
BSS - BSI Steel Limited - Financial effects of the acquisition of Staalbeer
(Pty) Limited and Universal pulse trading 103 (Pty) Limited (collectively
"Staalbeer") and withdrawal of the cautionary announcement
BSI STEEL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/023164/06)
JSE code: BSS
ISIN: ZAE0000125134
("BSi Steel" or "the Company" or "the Group")
FINANCIAL EFFECTS OF THE ACQUISITION OF STAALBEER (PTY) LIMITED AND UNIVERSAL
PULSE TRADING 103 (PTY) LIMITED (COLLECTIVELY "STAALBEER") AND WITHDRAWAL OF THE
CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcement dated 18 June 2010 relating to the
acquisition of Staalbeer which announcement did not contain the financial
effects of the Staalbeer acquisition (the transaction).
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects, for which the directors are
responsible, are provided for illustrative purposes only to show the effect of
the transaction on basic and diluted earnings and headline earnings as if the
transaction had taken effect on 1 April 2009 and on net asset value (NAV) and
net tangible asset value (NTAV) per share as if the transaction had taken effect
on 31 March 2010. 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 BSi Steel audited consolidated financial statements for the year ended 31
March 2010 and are presented in a manner consistent with the format and
accounting policies adopted by BSi Steel and have been adjusted as described in
the notes below:
Before After %
Notes change
Earnings per share (basic and diluted) 1, 2 3.66 4.32 18.1
(cents)
Headline earnings per share (basic and 1, 2 2.86 3.41 19.2
diluted) (cents)
NAV per share (cents) 1, 3 56.60 61.69 9.0
NTAV per share (cents) 1, 3 53.37 56.90 6.6
Weighted and fully diluted weighted average 709 393 746 5.3
number of shares in issue (000`s) 693
Shares in issue at year end (000`s) 706 668 743 5.3
967
Notes:
1 The earnings, headline earnings, NAV and NTAV per share as set out in the
"Before" column are extracted from the audited results of BSi Steel for the
year ended 31 March 2010.
2 The earnings and headline earnings per share as set out in the "After"
column are based on the following assumptions and information:
- the transaction was effective on 1 April 2009;
- the purchase price was based on the maximum potential consideration
(assuming that the R10 million after tax profit target for the year
ending 31 March 2011 is achieved) and was paid on 1 April 2009 by way
of an issue of 37 299 687 BSi Steel ordinary shares and a cash payment
of R37 million, which cash payment was financed through borrowings
incurring interest at 10% per annum (pre tax); and
- the total after tax profit and headline earnings attributable to
Staalbeer is R9.976 million and R8.840 million respectively for the 12
months ended 28 February 2010 based on management accounts; and
- the estimated transaction costs of R1 million have been expensed.
3 NAV and NTAV per share as set out in the "After" column are based on the
following assumptions and information:
- the Staalbeer transaction was effective on 31 March 2010;
- the purchase consideration was settled on 31 March 2010 in the manner
described in note 2 above; and
- the R12.8 million excess of the effective purchase price over the TNAV
of Staalbeer will comprise goodwill.
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Pursuant to the release of the financial effects of the Staalbeer acquisition,
the cautionary announcement is hereby withdrawn.
Johannesburg
24 June 2010
Designated adviser
Vunani Corporate Finance
Date: 24/06/2010 09:56:02 Produced by the JSE SENS Department.
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