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BIO - Bioscience Brands Limited - Sale of Phyto Nova Brand and a further cautionary announcement BIOSCIENCE BRANDS LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 2005/005805/06) Share code: BIO ISIN code: ZAE000115036 ("BioScience" or "the company") SALE OF PHYTO NOVA BRAND 1. Introduction Shareholders are advised that Vitamology (Proprietary) Limited, a wholly owned subsidiary of BioScience has sold its brand, Phyto Nova ("the Brand"), to Akacia Healthcare (Proprietary) Limited ("Akacia"). 2. Background and details of the Disposal In terms of the agreement of the disposal, the disposal consideration of R2.5 million, will be settled by way of R2 million in cash and R500 000 in lieu of an existing debt owing to Akacia and/or its subsidiaries or related companies. Phyto Nova was originally acquired in 2008 before BioScience was listed and 257 142 857 shares were issued as consideration. 3. Rationale for the Sale Bioscience has resolved to focus its resources on its larger brands in 2011 and hence the sale of Phyto Nova will provide BioScience with additional funding in this regard and will also alleviate some pressure on working capital. 4. Categorisation of the Disposal In terms of the Altx Listing Requirements of the JSE Limited, the sale of the Brand is categorised as a Category 2 transaction for Bioscience, as well as a small related party transaction as a result of Akacia being a material shareholder in BioScience, with representation on the board. Accordingly, a fairness opinion and shareholder approval is not required. 5. Illustrative Financial Effects of the Transaction The unaudited pro forma financial effects set out below are included for the purpose of illustrating the effect on BioScience shareholders, of the disposal of the Brand, on earnings ("EPS"), headline earnings ("HEPS"), net asset value ("NAV") and net tangible asset value ("NTAV") per BioScience ordinary share for the year ended 30 June 2010. These unaudited pro forma financial effects: - are the responsibility of the directors; - are presented for illustrative purposes only and have not been reviewed by auditors; - may, because of their nature, not give a fair reflection of BioScience`s financial results, changes in equity, cash flows or financial position after the Transaction; and - do not necessarily represent or indicate sustainable earnings or future financial positions. Before the After the Percentage Transaction Transaction change EPS and diluted EPS (cents) (0.26) (0.58) (123%) HEPS and diluted HEPS (cents) (0.26) (0.31) (19%) NAV per share (cents) 1.69 1.44 (15%) NTAV per share (cents) (0.40) (0.30) 25% Notes and assumptions: 1. The financial information has been extracted from the published annual financial report of BioScience for the year ended 30 June 2010; 2. EPS, diluted EPS, HEPS and diluted HEPS, as set out in the "After the Transaction" column , reflect the effects of the sale of the Phyto Nova brand on EPS, diluted EPS, HEPS and diluted HEPS for the year ended 30 June 2010 based on the following assumptions: i. the sale of the Phyto Nova brand was effective 1 July 2009; ii. the accumulated loss has been adjusted for the R6 500 000 impairment of the intangible asset and the reversal of the R1 211 375 contribution earned from the Phyto Nova brand; iii. There were no income tax effects; 3. NAV per share and NTAV per share, as set out in the "After the Transaction" column reflect the effect of the sale of the Phyto Nova brand on NAV per share and NTAV per share at 30 June 2010 based on the following assumption: i. Cash proceeds of R2 000 000 were received and R500 000 was off set against the amount owed to Akacia as a trade creditor; ii. Inventory was reduced by R112 000 and off set against the amount owed to Akacia as a trade creditor. 4. Transaction costs were not accounted for as it is immaterial. 6. Further Cautionary announcement Bioscience is in continuing discussions with Akacia, as well as other parties, the outcomes of which will be announced in due course. Accordingly, shareholders are advised to continue exercising caution when dealing in BioScience` securities until a further announcement is made. 10 February 2011 Designated Advisor: PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Date: 10/02/2011 13:46:01 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.
