| Wed 30 Nov 2011, 17:45 | | BIO - BioScience Brands Limited - Pro Forma Financial effects of the proposed |
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BIO
BIO
BIO - BioScience Brands Limited - Pro Forma Financial effects of the proposed
Issue of shares and withdrawal of cautionary announcement
BioScience Brands Limited
(Registration number 2005/005805/07)
Incorporated in the Republic of South Africa
Share code: BIO
ISIN code: ZAE000115036
("BioScience" or "the Company")
Pro Forma Financial effects of the proposed Issue of shares and withdrawal of
cautionary announcement
Shareholders are referred to the various cautionary announcements the last of
which was dated 3 November 2011 as well as the announcement published on SENS on
22 September 2011, regarding the management agreement containing an Issue of
shares by the Company to Akacia Healthcare (Proprietary) Limited ("Akacia") and
shareholder loans.
A series of stand-alone but interrelated agreements were signed containing a
specific issue of a maximum of 460 062 389 ordinary shares to Akacia or its
nominee ("the Transaction"). The shares will be issued at par over a 3 year time
period, subject to shareholder approval.
Unaudited Pro forma financial effects for the Transaction
The table below illustrates the unaudited pro forma financial effects of the
Transaction based on the audited financial results for the year ended 30 June
2011.
The preparation of the unaudited pro forma financial effects is the
responsibility of the directors of BioScience. The unaudited pro forma financial
effects have been prepared for illustrative purposes only to provide information
on how the Transaction may have impacted on BioScience`s results and financial
position and, due to the nature thereof, may not give a fair reflection of
BioScience`s results and financial position after the Transaction.
Per share (cents) Before 1 After %
change
Earnings 2 10%
-1.00 -0.90
Headline earnings 2 19%
-0.43 -0.35
Diluted headline 10%
earnings 2, 4 -1.00 -0.90
Net asset value 3 -8%
0.68 0.63
Net tangible asset 2%
value 3 -0.74 -0.72
Weighted average number 5%
of shares (`000) 2,621,362,757 2,759,329,218
Diluted weighted 5%
average number of 2,621,362,757 2,759,329,218
shares (`000)
Number of issued shares 5%
(`000) 2,621,362,757 2,759,329,218
Notes:
1 (Loss) per share ("LPS"), diluted (Loss) per share
("DLPS"), headline (Loss) per share ("HLPS") and diluted
headline (Loss) per share ("DHEPS") before the Transaction
are based on the audited financial results for the year ended
30 June 2011.
2 LPS, DLPS, HLPS and DHEPS are based on the assumption that
the Transaction was implemented on 1 July 2010, with the
share based payments expense of the first year`s shares in
terms of the transaction (R1 379 665) being adjusted for, and
the first year`s shares in terms of the transaction (137 966
461 shares) being included in the weighted average number of
shares in issue. This analysis does not show the impact on
the share issues in year two and three, for 151 727 583 and
170 368 345 shares respectively, and the related expense of
R1 517 276 and R1 703 683 respectively.
3 Net Asset Value and Net Tangible Asset value are based on
the assumption that the Transaction was implemented on 30
June 2011, and the shares in issue have been adjusted for the
first year`s shares in terms of the transaction (137 966 461
shares). Taking into consideration the remaining shares to be
issued in year 2 and 3 (322 095 928 shares) and the decrease
in NAV share based payment expense associated with these
shares (R3 220 959), net asset value per share would decrease
to 0.46 cents per share and net tangible asset value per
share would decrease to (0.75) cents per share.
4 Due to the loss situation that the company is in, the
remaining shares to be issued in year 2 and 3 (322 095 928
shares) are anti-dilutive as they decrease loss per share.
Withdrawal of Cautionary
BioScience shareholders are advised that as the financial effects of the
Transaction have now been disclosed caution is no longer required to be
exercised when dealing in BioScience shares.
Posting of the circular
The circular to shareholders has been delayed, but will be posted as soon as JSE
approval of all the documentation has been received.
Isando
30 November 2011
Designated Advisor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Reporting Accountants
Deloitte & Touche
Date: 30/11/2011 17:45:00 Produced by the JSE SENS Department.
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