| Mon 1 Nov 2010, 10:44 | | BJM - Barnard Jacobs Mellet Holdings Limited - Update on the Scheme of |
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BJM
BJM
BJM - Barnard Jacobs Mellet Holdings Limited - Update on the Scheme of
Arrangement and The UK and USA Transactions, Revised Pro Forma Financial Effects
and Withdrawal of 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")
UPDATE ON THE SCHEME OF ARRANGEMENT AND THE UK AND USA TRANSACTIONS, REVISED PRO
FORMA FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Scheme of arrangement
Shareholders of BJM ("Shareholders") are referred to the announcement dated
23 September 2010 regarding an update on the conditions precedent in terms
of the Scheme of Arrangement in terms of section 311 of the Companies Act,
no 61 of 1973, as amended, proposed by FirstRand Limited ("FirstRand")
between BJM and its Shareholders ("the Scheme"), in terms of which
FirstRand Investment Holdings (Proprietary) Limited ("FRIHL"), a wholly-
owned subsidiary of FirstRand, proposes to acquire all of the ordinary
shares in BJM ("BJM Shares"), for a cash consideration of R4.50 per BJM
Share, payable by FirstRand on behalf of FRIHL.
Shareholders are advised that the implementation of the Scheme remains
subject to regulatory approval and the Scheme will only become operative
upon the fulfilment of this condition precedent. Accordingly, Shareholders
will be provided with the revised Scheme implementation dates as soon as
this last condition precedent has been fulfilled.
2. Update on the UK and USA Transactions, revised pro forma financial effects
and withdrawal of cautionary announcement
2.1 Update on the UK and USA Transactions
Shareholders are referred to the announcement dated 23 August 2010
("the 23 August Announcement") regarding the disposal by BJM of the
entire issued share capital of Barnard Jacobs Mellet (UK) Limited
("BJM UK") (a wholly owned subsidiary of BJM) to Religare Capital
Markets plc ("the UK Transaction") and the disposal of the entire
issued share capital of Barnard Jacobs Mellet (USA) LLC ("BJM USA") (a
wholly owned subsidiary of BJM) to Religare Investment Holdings (UK)
Limited ("the USA Transaction").
2.1.1 The UK Transaction
Shareholders are advised that the UK Transaction has become
unconditional.
2.1.2 The USA Transaction
Shareholders are referred to the announcement dated 10 September
2010 regarding an update on the USA Transaction which stated that
BJM had become aware of circumstances which would have a negative
impact on the consideration payable in respect of the USA
Transaction ("the USA Purchase Consideration").
Following the discovery of these circumstances, the dividend of
R14,582,000, paid by BJM USA to BJM as detailed in the 23 August
Announcement, was returned to BJM USA in order to comply with
regulatory capital requirements in the United States.
After due and careful investigation, Shareholders are advised
that the company has reached reasonable certainty that the
negative impact will not exceed R24,898,817 and that the USA
Purchase Consideration will be reduced accordingly.
This resulted in a decrease in the aggregated amount of all cash
on hand or credited to an account with any bank or other
financial institution to which BJM USA is beneficially entitled
to on the closing date, being the date on which all suspensive
conditions as set out in the 23 August Announcement, have been
fulfilled, or where applicable, waived.
BJM does not believe that there are any further negative
implications relating to the USA Transaction and the salient
terms of the USA Transaction, as announced, remains unchanged.
Accordingly, the revised pro forma financial effects in respect
of the USA Transaction, taking the above into account, are set
out below.
2.2 Revised pro forma financial effects of the USA Disposal
The unaudited pro forma financial effects as set out below have been
prepared for illustrative purposes only to assist Shareholders in
assessing the impact of the USA Transaction on earnings per BJM Share
("EPS"), headline earnings per BJM Share ("HEPS"), net asset value per
BJM Share ("NAVPS") and tangible net asset value per BJM Share
("TNAVPS").
The pro forma effects have been applied to BJM`s pro forma statement
of comprehensive income and statement of the financial position
subsequent to the Scheme, the details of which were set out in a
scheme document sent to Shareholders dated 30 July 2010.
These unaudited pro forma financial effects have been disclosed in
terms of the JSE Limited ("JSE") Listings Requirements and because of
their nature may not fairly present BJM`s financial position, changes
in equity, results of operations or cash flows.
The unaudited pro forma financial effects are the responsibility of the
directors of BJM.
After the After the Percentage
UK USA change (%)
Transaction Transaction
and before 2
the USA
Transaction
1
EPS (cents) (19.69) (59.62) (203)
HEPS (cents) (36.11) (40.68) (13)
NAVPS (cents) 351.95 264.43 (25)
TNAVPS (cents) 28.47 28.16 (1)
Weighted average 70,218 70,218 0
number of BJM
Shares in issue
(`000)
BJM Shares in 75,335 75,335 0
issue at year end
(`000)
Notes:
1. The figures have been obtained from the pro forma financial effects as
included in the 23 August Announcement.
2. The figures were calculated by removing BJM USA`s consolidated figures
from the Before the USA Transaction. A sale price of R8,748,000 and
transaction costs of R670,557 were used. The EPS and HEPS figures were
calculated assuming the USA Transaction was effective 1 April 2009.
The NAVPS and TNAVP were calculated assuming the USA Transaction was
effective 31 March 2010.
2.3 Withdrawal of cautionary announcement
Shareholders are advised that the cautionary announcement is hereby
withdrawn.
Johannesburg
1 November 2010
Sponsor:
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
Independent Sponsor:
Deloitte & Touche Sponsor Services (Proprietary) Limited
Date: 01/11/2010 10:44:01 Produced by the JSE SENS Department.
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