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BCX
BCX
BCX - Business Connexion Group Limited - Clarification announcement: calculation
of the Pro Forma Financial effects of the disposal of Destiny Electronic
Commerce (Proprietary) Limited on BCX Shareholders
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")
CLARIFICATION ANNOUNCEMENT: CALCULATION OF THE PRO FORMA FINANCIAL EFFECTS OF
THE DISPOSAL OF DESTINY ELECTRONIC COMMERCE (PROPRIETARY) LIMITED ON BCX
SHAREHOLDERS
1. Introduction
The purpose of this announcement is to provide BCX shareholders with further
details on the pro forma financial effects of the disposal of Destiny Electronic
Commerce (Proprietary) Limited ("Destiny") by BCX to VeriFone Singapore PTE.
Limited, a subsidiary of VeriFone System Inc. ("VeriFone"), a public company
listed on the New York Stock Exchange ("the Disposal") as published on SENS on 2
June 2011 and 3 June 2011.
2. Calculation of pro forma financial effects
Shareholders are advised that the purchase price payable by VeriFone to BCX
amounting to R255 000 000 (two hundred fifty five million rand) (to be settled
in VeriFone System Inc. shares which shares will be sold by BCX) was allocated
as follows in the calculation of the pro forma financial effects detailed in the
announcement dated 3 June 2010:
(i) an amount of R44 896 337 (forty four million eight hundred ninety six
thousand three hundred thirty seven rand) in relation to the Destiny Sale
Claims which BCX acquired from UCS Group Limited ("UCS")(being the face
value thereof);
(ii) an amount of R28 163 400 (twenty eight million one hundred sixty three
thousand four hundred rand)in relation to capital gains tax;
(iii) an amount of R26 554 684 (twenty six million five hundred fifty four
thousand six hundred eighty four rand) in relation to the amount owed to
UCS in terms of the Sale of Shares and Claims Agreement entered into
between BCX and UCS on 14 December 2010, as amended where the balance of
the consideration shall be shared in the ratio of 70% in the favour of UCS
and 30% in the favour of BCX; and
(iv) the residual balance of R155 385 579 (one hundred fifty five million three
hundred eighty five thousand five hundred seventy nine rand) is retained by
BCX.
Accordingly, the profit on the Disposal by BCX was R31 990 441 (thirty one
million nine hundred ninety thousand four hundred forty one rand) after tax, as
incorporated in the pro forma basic earnings and diluted earnings per share
calculations.
Midrand
10 June 2011
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 10/06/2011 13:03:01 Produced by the JSE SENS Department.
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