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BSS
BSS
BSI - BSI Steel Limited - Further information on the acquisition of Brown
Macfarlane Africa (Pty) Limited ("BMFA") and withdrawal of the cautionary
announcement
BSI STEEL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/023164/06)
JSE code: BSS
ISIN: ZAE0000125134
("BSi Steel" or "the Company" or "the Group")
FURTHER INFORMATION ON THE ACQUISITION OF BROWN MACFARLANE AFRICA (PTY) LIMITED
("BMFA") AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the announcement dated 19 March 2012 relating to
the acquisition by BSi Steel of BMFA subject to the fulfilment of various
conditions precedent, inter alia, the completion of a successful due diligence.
Due to the outcome of the due diligence, the purchase consideration has been
reduced from an estimated R35 million to R25 million ("the transaction"). All
other terms of the transaction as announced remain unchanged.
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The unaudited pro forma financial effects, for which the directors are
responsible, are provided for illustrative purposes only to show the effect of
the transaction on basic and diluted earnings and headline earnings as if the
transaction had taken effect on 1 April 2011 and on net asset value (NAV) and
net tangible asset value (NTAV) per share as if the transaction had taken effect
on 30 September 2011. Because of their nature, the unaudited pro forma financial
effects may not give a fair presentation of the group`s financial position and
performance. The unaudited pro forma financial effects have been compiled from
the BSi Steel unaudited consolidated financial statements for the interim period
ended 30 September 2011 and are presented in a manner consistent with the format
and accounting policies adopted by BSi Steel and have been adjusted as described
in the notes below:
Before After % change
Notes
Earnings per share (basic and 1, 2 6.67 5.92 (11.3)
diluted) (cents)
Headline earnings per share 1, 2 6.64 6.04 (9.0)
(basic and diluted) (cents)
NAV per share (cents) 67.07 70.51 5.1
NTAV per share (cents) 69.06 72.39 4.8
Weighted and fully diluted 706 668 706 668 0.0
weighted average number of shares
in issue (000`s)
Shares in issue at year end 706 668 706 668 0.0
(000`s)
Notes:
1. The earnings, headline earnings, NAV and NTAV per share as set out in the
"Before" column are extracted from the unaudited results of BSi Steel for
the interim period ended 30 September 2011.
2. The earnings and headline earnings per share as set out in the "After"
column are based on the following assumptions and information:
- the transaction was effective on 1 April 2011;
- the purchase price was paid on 1 April 2011 by way of a cash payment
of R25 million, which cash payment was financed through borrowings
incurring interest at 9% per annum (pre tax); and
- the total after tax loss and headline loss attributable to BMFA is R
2,978 million and R1,903 million respectively for the 6 months ended
30 September 2011 based on the BMFA management accounts. The due
diligence having been completed, BSi Steel is satisfied with the
quality of the management accounts ; and
- the estimated transaction costs of R1 million have been expensed.
WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Pursuant to the release of all the information required in terms of the JSE
Listings Requirements, in particular the financial effects of the BMFA
acquisition, the cautionary announcement is hereby withdrawn.
Johannesburg
25 April 2011
Designated Advisor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 25/04/2012 08:34:01 Produced by the JSE SENS Department.
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