| Fri 18 Aug 2006, 12:43 | | BJM - Disposal of asset and distribution of divide |
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BJM
BJM
BJM - Disposal of asset and distribution of dividend in specie to
shareholders
BARNARD JACOBS MELLET HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1995/004798/06)
JSE code: BJM
ISIN :ZAE000014262
("BJM" or "the company")
DISPOSAL OF ASSET AND DISTRIBUTION OF DIVIDEND IN SPECIE TO SHAREHOLDERS
("THE TRANSACTION")
THE DISPOSAL
Background information
At 31 March 2006, BJM held 203 950 JSE Limited ("JSE") shares valued at
that date at R44.8 million (i.e. at a market price of R219.75 per share).
The value of these shares was included in the company"s net asset value at
that date. Since then, the JSE shares have been sub-divided on a basis of
10:1 and accordingly BJM now holds 2 039 500 JSE shares valued at 17 August
2006 at R72 million.
Rationale
The Board resolved to distribute the company"s holding of JSE shares to its
shareholders as a dividend in specie in order to divest the company of non-
core assets ("the disposal").
Effective date
The effective date of the disposal is 11 September 2006.
Categorisation
In terms of the JSE Listings Requirements, the disposal is a category 3
disposal.
THE DISTRIBUTION
Shareholder approval
At the annual general meeting held on 2 August 2006, shareholders approved
a resolution granting a general authority to the directors to make payments
to shareholders. Subject to the relevant regulatory approval being
obtained, the distribution of the JSE shares to shareholders, as a dividend
in specie, was also approved by shareholders at that meeting ("the
distribution").
Condition precedent
The relevant regulatory approval for the distribution has been obtained.
Ratio
The JSE shares will be distributed to BJM shareholders in a ratio of 1 JSE
share for every 70 BJM shares held on the record date as set out below.
This ratio takes into account the CGT and STC payable on this distribution.
Fractional entitlements of 0.5 or greater will be rounded up and less than
0.5 will be rounded down.
Salient dates
The distribution will be made to all shareholders recorded in the company"s
register on Friday, 8 September 2006 ("the record date"). The last day to
trade (cum the distribution) in the company"s shares for purposes of
entitlement to the distribution will be Friday, 1 September 2006. The
shares will commence trading ex the distribution on Monday, 4 September
2006. The distribution will be made on Monday, 11 September 2006.
Share certificates may not be dematerialised or rematerialised between
Monday, 4 September 2006 and Friday, 8 September 2006, both days inclusive.
PRO FORMA FINANCIAL EFFECTS
The effects of the transaction are displayed in the tables below:
R"000
Current assets as at 31 March 2006 4 092 331
Less: Distribution 44 818
4 047 513
The distribution will have no effect on the issued share capital of the
company or the number of shares currently in issue.
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 earnings, fully diluted earnings, headline earnings,
fully diluted earnings, tangible net asset value and net asset value per
share as if the transaction had taken effect on 1 April 2005 and 31 March
2006, respectively.
It was not possible for the transaction to have been implemented prior to
the demutualisation of the JSE on 1 July 2005, since the ownership of the
JSE shares (previously JSE Rights) entitled the holder thereof to
membership of the JSE and consequently to operate as a stockbroker. Post
the demutualisation of the JSE, the link between membership and the holding
of JSE shares was severed thereby allowing any investor to hold shares in
the JSE.
Because of their nature, the unaudited pro forma financial effects may not
give a true picture of the group"s financial position and performance. The
unaudited pro forma financial effects have been compiled from the audited
consolidated financial statements for the year ended 31 March 2006,
adjusted as described in the notes below:
Before the Pro forma %
transaction after the change
transaction
Earnings per share (cents)(note 75.43 108.88 44
1)
Fully diluted earnings per 65.93 95.17 44
share (cents) (notes 1, 2 & 3)
Headline earnings per share 59.97 59.97 -
(cents)(notes 1, 2 & 3)
Fully diluted headline earnings 52.42 52.42 -
per share (cents)(note 1)
Tangible net asset value per 385.22 317.34 (18)
share (cents)(notes 4 & 5 )
Net asset value per share 395.71 335.18 (15)
(cents)
Weighted average number of 91 249 91 249 -
shares in issue (`000)
Notes:
1 The adjustment to earnings and fully diluted earnings per share
represents the after tax effect of the mark-to-market on the JSE
shares being accounted for as realised profit, as opposed to the
unrealised profit being taken directly to equity.
2 There is no adjustment to the headline earnings and fully diluted
headline earnings per share, since this distribution represents a
transaction of a non-recurring nature.
3 The headline earnings and fully diluted earnings per share calculation
are based on the weighted average number of shares in issue.
4 The adjustment to the tangible net asset value represents the
reduction in net asset value due to the distribution of the JSE shares
at market value.
5 The tangible net asset value calculation is based on the number of
shares in issue adjusted to take account of the number of shares which
have been repurchased by a wholly owned subsidiary (i.e. 3 267 319
shares), as well as accounting for the BEE transaction in accordance
with IFRS2 and the consolidation of the BJM Share Incentive Trust.
ADEQUACY OF CAPITAL
With reference to section 90 of the Companies Act, 1973 (Act 61 of 1973),
as amended, and the JSE Listings Requirements, BJM confirms that:
- the company and the group will be able, in the ordinary course of
business, to pay their debts for a period of 12 months after the date
of the notice of the annual general meeting;
- the assets of the company and the group, measured in accordance with
the accounting policies used in the latest audited annual group
financial statements, will be in excess of the liabilities of the
company and the group for a period of 12 months after the date of the
notice of the annual general meeting;
- the share capital and reserves of the company and the group will be
adequate for ordinary business purposes for a period of 12 months
after the date of the notice of the annual general meeting; and
- the working capital of the company and the group will be adequate for
ordinary business purposes for a period of 12 months after the date of
the notice of the annual general meeting.
Johannesburg
18 August 2006
Sponsors:
Deloitte & Touche Sponsor Services (Pty) Limited
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 18/08/2006 12:43:09 PM Produced by the JSE SENS Department
