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BCX - Business Connexion Group Limited - Clarification announcement: calculation

Release Date: 10/06/2011 13:03
Code(s): BCX
Wrap Text

BCX - Business Connexion Group Limited - Clarification announcement: calculation of the Pro Forma Financial effects of the disposal of Destiny Electronic Commerce (Proprietary) Limited on BCX Shareholders 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") CLARIFICATION ANNOUNCEMENT: CALCULATION OF THE PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL OF DESTINY ELECTRONIC COMMERCE (PROPRIETARY) LIMITED ON BCX SHAREHOLDERS 1. Introduction The purpose of this announcement is to provide BCX shareholders with further details on the pro forma financial effects of the disposal of Destiny Electronic Commerce (Proprietary) Limited ("Destiny") by BCX to VeriFone Singapore PTE. Limited, a subsidiary of VeriFone System Inc. ("VeriFone"), a public company listed on the New York Stock Exchange ("the Disposal") as published on SENS on 2 June 2011 and 3 June 2011. 2. Calculation of pro forma financial effects Shareholders are advised that the purchase price payable by VeriFone to BCX amounting to R255 000 000 (two hundred fifty five million rand) (to be settled in VeriFone System Inc. shares which shares will be sold by BCX) was allocated as follows in the calculation of the pro forma financial effects detailed in the announcement dated 3 June 2010: (i) an amount of R44 896 337 (forty four million eight hundred ninety six thousand three hundred thirty seven rand) in relation to the Destiny Sale Claims which BCX acquired from UCS Group Limited ("UCS")(being the face value thereof); (ii) an amount of R28 163 400 (twenty eight million one hundred sixty three thousand four hundred rand)in relation to capital gains tax; (iii) an amount of R26 554 684 (twenty six million five hundred fifty four thousand six hundred eighty four rand) in relation to the amount owed to UCS in terms of the Sale of Shares and Claims Agreement entered into between BCX and UCS on 14 December 2010, as amended where the balance of the consideration shall be shared in the ratio of 70% in the favour of UCS and 30% in the favour of BCX; and (iv) the residual balance of R155 385 579 (one hundred fifty five million three hundred eighty five thousand five hundred seventy nine rand) is retained by BCX. Accordingly, the profit on the Disposal by BCX was R31 990 441 (thirty one million nine hundred ninety thousand four hundred forty one rand) after tax, as incorporated in the pro forma basic earnings and diluted earnings per share calculations. Midrand 10 June 2011 Merchant bank and sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 10/06/2011 13:03:01 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.

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