BSR - Basil Read Holdings Limited - Disposal of subsidiary 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") DISPOSAL OF SUBSIDIARY 1 Introduction and terms The board of Basil Read is pleased to announce that the company, through its wholly owned subsidiary Basil Read (Proprietary) Limited, has reached agreement with MSCSA Investments (Proprietary) Limited to dispose of 100% of its shares in and claims against Basil Read Contracting (Proprietary) Limited for a cash consideration of R91,2 million. Simultaneously, Basil Read (Proprietary) Limited has entered into a sale of movables agreement with Macsteel Service Centres SA (Proprietary) Limited for the disposal of movable furniture, office equipment and appliances for a cash consideration of R9 million (excluding VAT) (collectively, "the disposals"). The effective date of the disposals was 1 January 2011. 2 Description of the companies and rationale for the disposals Basil Read Contracting (Proprietary) Limited owns immovable properties in Lilianton, Gauteng, which serve as the Basil Read group`s head office base. The rationale for the disposals is that the properties that are the subject of the disposals have become too small for the current and future requirements of the company. 3 Conditions precedent The conditions precedent to the disposals have all been fulfilled. 4 Categorisation of the disposals The disposals are categorised as a Category 2 transaction in terms of the JSE Limited Listings Requirements. 5 Pro forma financial effects The unaudited pro forma financial effects of the disposals are set out below. The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the disposals may have impacted on the results and financial position of Basil Read. Preparation of the unaudited pro forma financial effects is the responsibility of the directors. Because of their nature, the unaudited pro forma financial effects may not fairly present Basil Read`s financial position after the disposals or the effects on future earnings: Before1 After4 Percentage change
% Earnings per share 103.90 108.42 4.3 (cents)2 Headline earnings 104.34 102.01 (2.2) per share (cents)2 Net asset value (cents per share)3 1 272.32 1 279.22 0.5 Net tangible asset value (cents 663.03 669.93 1.0 per share)3 Number of shares in issue (`000) 123 811 123 811 - Weighted average number of share 123 797 123 797 in issue (`000) - Notes and assumptions: 1. The "Before" information is based on Basil Read`s published unaudited results for the six months ended 30 June 2010. 2. The unaudited pro forma earnings and headline earnings per share effects are based on the following assumptions: - The transaction was effective on 1 January 2010; - A non-recurring realised profit after tax of R8.5 million being recognised, which is added back in the calculation of headline earnings; - Rent paid for premises to which Basil Read will relocate at a recurring monthly rental of R1.4 million and taxation thereon at 28%; - Interest earned on the cash proceeds not being taken into account. The cash proceeds will be invested in an overnight call facility until required for normal business purposes; - All future municipal services and maintenance costs remaining consistent with actual incurred past expenses; - Transaction costs incurred being immaterial; - Standard deconsolidation journal entries in terms of IFRS. 3. The unaudited pro forma net asset and tangible net asset values per share are based on the following assumptions: - The transaction was effective on 30 June 2010; - The sale consideration is a total amount of R101.46 million (including value added taxation on the sale of movables); - A non-recurring realised profit after tax of R8.5 million being recognised. 4. The pro forma financial information has been prepared in accordance with IFRS and in terms of The Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants in line with the JSE Listings Requirements. Basil Read can now be contacted at its new physical address located at The Basil Read Campus, 7 Romeo Street, Hughes Ext, Boksburg. Basil Read`s telephone number is 011 418 6300 which remains unchanged. Johannesburg 4 March 2011 Sponsor: Sasfin Capital (A division of Sasfin Bank Limited) Date: 04/03/2011 16:02:00 Supplied by www.sharenet.co.za 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 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 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.