BEIGE HOLDINGS LIMITED - Pro forma financial effects of proposed claw-back offer and withdrawal of cautionary announcement

Pro forma financial effects of proposed claw-back offer and withdrawal of cautionary announcement

BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
(“Beige” or “the Company”)
ISIN Code: ZAE000034161        Share code: BEG


PRO FORMA FINANCIAL EFFECTS OF PROPOSED CLAW-BACK OFFER AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT


1.   INTRODUCTION
     Shareholders are referred to the announcement published on SENS on
     2 July 2014, which announcement incorporated the salient terms of the
     proposed claw-back offer of R30 million and notice of the conclusion of
     a subscription agreement in terms of which The Lion Match Company (Pty)
     Ltd (“Lion Match”) will subscribe for the shares forming the subject of
     the claw-back offer.

2.   PRO FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER
     The unaudited pro forma financial effects set out below have been
     prepared for illustrative purposes only in order to assist Beige
     shareholders in assessing the impact of the proposed claw-back offer on
     the reported financial information of Beige for the six months ended 31
     December 2013, had the proposed Claw Back Offer occurred on 1 July 2013
     for statement of comprehensive income purposes and on 31 December 2013
     for statement of financial position purposes. The material assumptions
     on which the pro forma financial effects are based are set out in the
     notes following the table.

     The pro forma financial effects have been prepared in accordance with
     the Listings Requirements and the Guide on Pro Forma Financial
     Information issued by The South African Institute of Chartered
     Accountants and the recognition requirements of the International
     Financial Reporting Standards (“IFRS”).    The accounting policies used
     to prepare these pro forma financial effects are consistent with those
     applied in the preparation of the financial statements for the six
     months ended 31 December 2013.      The unaudited pro forma financial
     effects are the responsibility of Beige’s directors, have been prepared
     for illustrative purposes only and because of their nature may not
     fairly present the financial position, changes in equity, results of
     operations or cash flows of Beige after the Claw Back Offer.


                               Unaudited
                                   six    Pro Forma
                                 months  adjustments
                                ended 31   for the     Pro Forma
                                December  Claw Back    after the
                                  2013      Offer      Claw Back      %
                                   (1)     (3)-(6)       Offer     Change
    (Loss)/earnings per share
    (cents)                          -1.19        0.11      -0.68   43.14%
    Headline (loss)/earnings
    per share (cents)                -1.19        0.11      -0.68   43.14%
    Net asset value per share
    (cents)                           4.55        2.83       3.91 -14.03%
    Net tangible asset value
    per share (cents)                 2.48        2.83       2.66    7.10%
    Weighted average shares in
    issue                        1 544 197   1 000 000 2 544 197    64.76%
    Ordinary shares In issue     1 544 197   1 000 000 2 544 197    64.76%
   
 Notes and assumptions:

    1. The "Before" column is extracted from the Beige Group`s unaudited,
       published results for the six months ended 31 December 2013.
    2. For Statement of Financial Position purposes, it has been assumed
       that the transactions occurred on 31 December 2013.
    3. The R30 million Beige Claw Back Offer is fully subscribed at 3 cents
       a share.
    4. The proceeds of the Claw Back Offer will be utilised to settle the
       Lion Match loan facility.
    5. Proceeds will result in saving of raising fees and interest expense
       provided at the current Lion Match loan terms.
    6. 1 000 000 000 Beige shares to be issued at a Claw Back Offer price of
       3 cents a share.
    7. Transaction costs of R1 657 484 pre-tax assumed and treated as share
       issue expenses
    8.    Normal taxation calculated at the corporate rate of 28%.

3.   SALIENT DATES
     The salient dates pertaining to the claw-back offer will be announced
     in due course.

4.   WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
     Pursuant to the publication of these pro forma financial effects,
     caution is no longer required to be exercised by shareholders when
     dealing in their securities.

Johannesburg
13 August 2014

Designated Advisor
Arcay Moela Sponsors Proprietary Limited

Date: 13/08/2014 05:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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