| Fri 4 Mar 2011, 16:02 | | BSR - Basil Read Holdings Limited - Disposal of subsidiary |
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BSR
BSR
BSR - Basil Read Holdings Limited - Disposal of subsidiary
BASIL READ HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1984/007758/06
Share Code: BSR ISIN: ZAE000029781
("Basil Read" or "the company")
DISPOSAL OF SUBSIDIARY
1 Introduction and terms
The board of Basil Read is pleased to announce that the company, through its
wholly owned subsidiary Basil Read (Proprietary) Limited, has reached agreement
with MSCSA Investments (Proprietary) Limited to dispose of 100% of its shares in
and claims against Basil Read Contracting (Proprietary) Limited for a cash
consideration of R91,2 million. Simultaneously, Basil Read (Proprietary) Limited
has entered into a sale of movables agreement with Macsteel Service Centres SA
(Proprietary) Limited for the disposal of movable furniture, office equipment
and appliances for a cash consideration of R9 million (excluding VAT)
(collectively, "the disposals"). The effective date of the disposals was 1
January 2011.
2 Description of the companies and rationale for the disposals
Basil Read Contracting (Proprietary) Limited owns immovable properties in
Lilianton, Gauteng, which serve as the Basil Read group`s head office base.
The rationale for the disposals is that the properties that are the subject of
the disposals have become too small for the current and future requirements of
the company.
3 Conditions precedent
The conditions precedent to the disposals have all been fulfilled.
4 Categorisation of the disposals
The disposals are categorised as a Category 2 transaction in terms of the JSE
Limited Listings Requirements.
5 Pro forma financial effects
The unaudited pro forma financial effects of the disposals are set out below.
The unaudited pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the disposals may have impacted on
the results and financial position of Basil Read. Preparation of the unaudited
pro forma financial effects is the responsibility of the directors. Because of
their nature, the unaudited pro forma financial effects may not fairly present
Basil Read`s financial position after the disposals or the effects on future
earnings:
Before1 After4 Percentage
change
%
Earnings per share 103.90 108.42 4.3
(cents)2
Headline earnings 104.34 102.01 (2.2)
per share (cents)2
Net asset value (cents per share)3 1 272.32 1 279.22 0.5
Net tangible asset value (cents 663.03 669.93 1.0
per share)3
Number of shares in issue (`000) 123 811 123 811 -
Weighted average number of share 123 797 123 797
in issue (`000) -
Notes and assumptions:
1. The "Before" information is based on Basil Read`s published unaudited
results for the six months ended 30 June 2010.
2. The unaudited pro forma earnings and headline earnings per share effects
are based on the following assumptions:
- The transaction was effective on 1 January 2010;
- A non-recurring realised profit after tax of R8.5 million being
recognised, which is added back in the calculation of headline earnings;
- Rent paid for premises to which Basil Read will relocate at a recurring
monthly rental of R1.4 million and taxation thereon at 28%;
- Interest earned on the cash proceeds not being taken into account. The
cash proceeds will be invested in an overnight call facility until required
for normal business purposes;
- All future municipal services and maintenance costs remaining consistent
with actual incurred past expenses;
- Transaction costs incurred being immaterial;
- Standard deconsolidation journal entries in terms of IFRS.
3. The unaudited pro forma net asset and tangible net asset values per share
are based on the following assumptions:
- The transaction was effective on 30 June 2010;
- The sale consideration is a total amount of R101.46 million (including
value added taxation on the sale of movables);
- A non-recurring realised profit after tax of R8.5 million being
recognised.
4. The pro forma financial information has been prepared in accordance with
IFRS and in terms of The Guide on Pro Forma Financial Information issued by
The South African Institute of Chartered Accountants in line with the JSE
Listings Requirements.
Basil Read can now be contacted at its new physical address located at The
Basil Read Campus, 7 Romeo Street, Hughes Ext, Boksburg. Basil Read`s
telephone number is 011 418 6300 which remains unchanged.
Johannesburg
4 March 2011
Sponsor: Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 04/03/2011 16:02:00 Produced by the JSE SENS Department.
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