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Renewal of cautionary, distribution of circular and revised pro formas
Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number 1984/007758/06
Share Code: BSR ISIN: ZAE000029781
("Basil Read" or "the Company")
RENEWAL OF CAUTIONARY ANNOUNCEMENT, DISTRIBUTION OF CIRCULAR AND REVISED PRO FORMAS
Shareholders are referred to the cautionary announcements released on SENS on 2 October 2017 and 28 August
2017 and are advised that various confidential discussions and negotiations regarding the rights offer are still
ongoing, which may have a material effect on the price of the Company’s securities.
Accordingly, shareholders are advised to continue to exercise caution when dealing in the Company’s securities
until a detailed announcement is made with regards to the rights offer.
In addition, Shareholders are referred to the “Amendment to Agreement Relating to Specific Repurchase and
Special Resolutions to Implement the Specific Repurchase” announcement released on SENS on 27 September
2017 (“September 2017 Announcement”), in which it was stated that Basil Read was in the process of preparing
a circular to Shareholders which caters for the necessary authorisations to proceed with the rights offer and a
number of other Shareholder resolutions required, and are advised that the circular (including the notice of the
general meeting to be held on Monday, 4 December 2017) is being distributed to Shareholders today, Thursday,
2 November 2017.
Furthermore, as the costs of the Amendment (as defined in the September 2017 Announcement) have now been
established, slightly revised pro forma financial effects of the Amendment on the interim results of Basil Read as
at and for the six months ended 30 June 2017 are set out below.
The pro forma financial effects are presented for illustrative purposes only and because of their pro forma
nature, may not fairly present Basil Read’s financial position, changes in equity, results of operations or cash flow,
nor the effect of the conversion of “A” Ordinary Shares into Ordinary Shares and the Specific Repurchase going
forward (all terms as defined in the September 2017 Announcement).
The pro forma financial effects are the responsibility of the directors of Basil Read and have been prepared using
accounting principles that are consistent with International Financial Reporting Standards (IFRS) and the
accounting policies adopted by Basil Read in its unaudited consolidated financial statements for the six months
ended 30 June 2017. The pro forma financial effects are presented in accordance with the JSE Listings
Requirements, the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered
Accountants and ISAE 3420 (Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus).:
Conversion of “A” Ordinary The Specific Repurchase of “A”
Shares into Basil Read Ordinary Shares by the
Ordinary Shares if the Company, if the Company is
Company is not legally legally permitted to
permitted to implement implement the Specific
the Specific Repurchase of Repurchase of the “A”
the “A” Ordinary Shares Ordinary Shares
Pro forma Pro forma after
after Change Specific Change (%)5
Before1 conversion 2 (%) 3 Repurchase 4
Basic loss per share (cents) (360.9) (287.5) 20.3 (362.4) (0.4)
Diluted loss per share (cents) (360.9) (287.5) 20.3 (362.4) (0.4)
Basic headline loss per share (cents) (295.2) (235.1) 20.4 (296.7) (0.5)
Diluted headline loss per share (cents) (295.2) (235.1) 20.4 (296.7) (0.5)
Net asset value per share (cents) 491.5 391.6 (20.3) 489.7 (0.4)
Tangible net asset value per share 1068.2 851.0 (20.3) 1068.2 -
(cents)
Weighted average number of shares in 131 686 165 294 25.5 131 686 -
issue (‘000s)
Weighted average number of diluted 131 686 165 294 25.5 131 686 -
shares in issue (‘000s)
Number of shares in issue (‘000s) 131 686 165 294 25.5 131 686 -
Notes and Assumptions
1. Extracted from the published condensed consolidated financial statements of Basil Read for the six months ended 30 June 2017.
2. The “pro forma after conversion” column reflects the pro forma impact on the reported results for the six months ended 30 June 2017 of the “A” Ordinary
Shares converting to Basil Read Ordinary Shares on a one-to-one basis if Basil Read is not legally permitted to implement the Specific Repurchase of the
“A” Ordinary Shares.
3. The percentage change represents the impact of conversion of “A” Ordinary Shares into Basil Read Ordinary Shares.
4. The “pro forma after Specific Repurchase” column reflects the pro forma impact of the Specific Repurchase of “A” Ordinary Shares at the Repurchase Price
of R0.01 per share if the Amendment to the BBBEE Transaction is approved and/or the Company is legally permitted to implement the Specific Repurchase
of the “A” Ordinary Shares.
5. The percentage change represents the impact of the Specific Repurchase of “A” Ordinary Shares on the reported results for the six months ended 30 June
2017.
Johannesburg
02 November 2017
Company Secretary
Andiswa T Ndoni
Corporate Advisor and Transaction Sponsor
Tamela Holdings Proprietary Limited
Legal Advisor
Tugendhaft Wapnick Banchetti & Partners
Date: 02/11/2017 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
