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BCX - BCX Business Connexion Group Limited - Pro Forma financial effects of the disposal and withdrawal of cautionary announcement Business Connexion Group Limited (Incorporated in the Republic of South Africa) (Registration number 1988/005282/06) (ISIN: ZAE000054631) (Share code: BCX) ("BCX" or "the company") PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF DESTINY ELECTRONIC COMMERCE (PROPRIETARY) LIMITED ON BCX SHAREHOLDERS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders are referred to the announcement released by BCX on SENS on Thursday 24 May 2011 and in the press on Wednesday 25 May 2011 whereby BCX advised that the company, together with certain other parties, entered into a share purchase agreement with VeriFone Singapore PTE. Limited, an indirect subsidiary of VeriFone System Inc., an American public company listed on the New York Stock Exchange relating to the sale of Destiny Electronic Commerce (Proprietary) Limited ("Destiny") dated 24 May 2011, in terms of which BCX would sell its 70% shareholding in and all claims on loan accounts against Destiny on the terms and conditions set out in the announcement ("the Disposal"). As the financial effects were not disclosed in the announcement they are set out below. 2. Pro forma financial effects of the Disposal on BCX shareholders The unaudited pro forma financial effects of the Disposal on BCX shareholders, set out below, are based on the BCX results for the year ended 31 August 2010 including the UCS Acquisition Transaction as detailed in the circular dated 9 March 2011. The pro forma financial effects have been based on the BCX results for the year ended 31 August 2010 and not the recently published interim results for the six months ended 28 February 2011 as the interim results did not account for the UCS Acquisition Transaction. It would therefore be misleading to base the pro forma financial effects on the recently published interim results and rather more meaningful to base it on the results for the year ended 31 August 2010 as there would be continuity of the two transactions which are inter-linked. The unaudited pro forma financial effects are the responsibility of the board of directors of BCX and have been prepared for illustrative purposes only and because of their pro forma nature may not give a fair reflection of BCX`s financial position, changes in equity, and results of operations and cash flows after the Disposal. Before the After the % Change Disposal (1) Disposal (2) Headline earnings per share 43.3 47.6 9.9 (cents) Diluted headline earnings 38.4 42.1 9.6 per share (cents) Basic earnings per share 43.1 47.3 9.7 (cents) Diluted earnings per share 38.2 41.9 9.7 (cents) NAV per share (cents) 514.7 522.6 1.5 Net tangible asset value per 370.9 412.7 11.3 share (cents) Number of shares in issue 404 912 404 912 - (`000`s) Weighted average number of 362 097 362 097 - shares in issue (000`s) Diluted weighted average 408 879 408 879 - number of shares (000`s) Notes and assumptions: 1) The financial information in the "Before the Disposal" column has been based on the pro forma financial effects in the Circular to BCX Shareholders dated 9 March 2011. 2) The "After the Disposal "column has been prepared by excluding the audited financial management accounts of Destiny for the year ended 30 September 2010 as included in the Circular to BCX Shareholders dated 9 March 2011. The market value attributed to Destiny by BCX as part of the UCS Acquisition Transaction was R123.4 million while the book value of Destiny was R36.4 million. The net profit after tax attributable to Destiny for the year ended 30 September 2010 was R23.8 million. 3) The pro forma income statement effects of BCX have been prepared assuming that BCX made the Disposal with effect from 1 September 2009. 4) The pro forma balance sheet effects of BCX have been prepared assuming that the Disposal was effected on 31 August 2010, adjusted for the UCS Acquisition Transaction. 3. Withdrawal of cautionary announcement BCX shareholders are advised that as the financial effects of the Disposal have now been disclosed, caution is no longer required to be exercised when dealing in their BCX shares. Midrand 2 June 2011 Merchant bank and sponsor to BCX RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 02/06/2011 16:37:01 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.
