| Thu 2 Jun 2011, 16:37 | | BCX - BCX Business Connexion Group Limited - Pro Forma financial effects of |
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BCX
BCX
BCX - BCX Business Connexion Group Limited - Pro Forma financial effects of
the disposal and withdrawal of cautionary announcement
Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
(ISIN: ZAE000054631)
(Share code: BCX)
("BCX" or "the company")
PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF DESTINY ELECTRONIC COMMERCE
(PROPRIETARY) LIMITED ON BCX SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released by BCX on SENS on
Thursday 24 May 2011 and in the press on Wednesday 25 May 2011 whereby BCX
advised that the company, together with certain other parties, entered into a
share purchase agreement with VeriFone Singapore PTE. Limited, an indirect
subsidiary of VeriFone System Inc., an American public company listed on the
New York Stock Exchange relating to the sale of Destiny Electronic Commerce
(Proprietary) Limited ("Destiny") dated 24 May 2011, in terms of which BCX
would sell its 70% shareholding in and all claims on loan accounts against
Destiny on the terms and conditions set out in the announcement ("the
Disposal"). As the financial effects were not disclosed in the announcement
they are set out below.
2. Pro forma financial effects of the Disposal on BCX shareholders
The unaudited pro forma financial effects of the Disposal on BCX shareholders,
set out below, are based on the BCX results for the year ended 31 August 2010
including the UCS Acquisition Transaction as detailed in the circular dated 9
March 2011. The pro forma financial effects have been based on the BCX results
for the year ended 31 August 2010 and not the recently published interim
results for the six months ended 28 February 2011 as the interim results did
not account for the UCS Acquisition Transaction. It would therefore be
misleading to base the pro forma financial effects on the recently published
interim results and rather more meaningful to base it on the results for the
year ended 31 August 2010 as there would be continuity of the two transactions
which are inter-linked.
The unaudited pro forma financial effects are the responsibility of the board
of directors of BCX and have been prepared for illustrative purposes only and
because of their pro forma nature may not give a fair reflection of BCX`s
financial position, changes in equity, and results of operations and cash
flows after the Disposal.
Before the After the % Change
Disposal (1) Disposal
(2)
Headline earnings per share 43.3 47.6 9.9
(cents)
Diluted headline earnings 38.4 42.1 9.6
per share (cents)
Basic earnings per share 43.1 47.3 9.7
(cents)
Diluted earnings per share 38.2 41.9 9.7
(cents)
NAV per share (cents) 514.7 522.6 1.5
Net tangible asset value per 370.9 412.7 11.3
share (cents)
Number of shares in issue 404 912 404 912 -
(`000`s)
Weighted average number of 362 097 362 097 -
shares in issue (000`s)
Diluted weighted average 408 879 408 879 -
number of shares (000`s)
Notes and assumptions:
1) The financial information in the "Before the Disposal" column has been
based on the pro forma financial effects in the Circular to BCX
Shareholders dated 9 March 2011.
2) The "After the Disposal "column has been prepared by excluding the
audited financial management accounts of Destiny for the year ended 30
September 2010 as included in the Circular to BCX Shareholders dated 9
March 2011. The market value attributed to Destiny by BCX as part of the
UCS Acquisition Transaction was R123.4 million while the book value of
Destiny was R36.4 million. The net profit after tax attributable to
Destiny for the year ended 30 September 2010 was R23.8 million.
3) The pro forma income statement effects of BCX have been prepared assuming
that BCX made the Disposal with effect from 1 September 2009.
4) The pro forma balance sheet effects of BCX have been prepared assuming
that the Disposal was effected on 31 August 2010, adjusted for the UCS
Acquisition Transaction.
3. Withdrawal of cautionary announcement
BCX shareholders are advised that as the financial effects of the Disposal
have now been disclosed, caution is no longer required to be exercised when
dealing in their BCX shares.
Midrand
2 June 2011
Merchant bank and sponsor to BCX
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 02/06/2011 16:37:01 Produced by the JSE SENS Department.
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