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BIO - BioScience Brands Limited - Pro Forma Financial effects of the proposed

Release Date: 30/11/2011 17:45
Code(s): BIO
Wrap Text

BIO - BioScience Brands Limited - Pro Forma Financial effects of the proposed Issue of shares and withdrawal of cautionary announcement BioScience Brands Limited (Registration number 2005/005805/07) Incorporated in the Republic of South Africa Share code: BIO ISIN code: ZAE000115036 ("BioScience" or "the Company") Pro Forma Financial effects of the proposed Issue of shares and withdrawal of cautionary announcement Shareholders are referred to the various cautionary announcements the last of which was dated 3 November 2011 as well as the announcement published on SENS on 22 September 2011, regarding the management agreement containing an Issue of shares by the Company to Akacia Healthcare (Proprietary) Limited ("Akacia") and shareholder loans. A series of stand-alone but interrelated agreements were signed containing a specific issue of a maximum of 460 062 389 ordinary shares to Akacia or its nominee ("the Transaction"). The shares will be issued at par over a 3 year time period, subject to shareholder approval. Unaudited Pro forma financial effects for the Transaction The table below illustrates the unaudited pro forma financial effects of the Transaction based on the audited financial results for the year ended 30 June 2011. The preparation of the unaudited pro forma financial effects is the responsibility of the directors of BioScience. The unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on how the Transaction may have impacted on BioScience`s results and financial position and, due to the nature thereof, may not give a fair reflection of BioScience`s results and financial position after the Transaction. Per share (cents) Before 1 After % change
Earnings 2 10% -1.00 -0.90 Headline earnings 2 19% -0.43 -0.35
Diluted headline 10% earnings 2, 4 -1.00 -0.90 Net asset value 3 -8% 0.68 0.63
Net tangible asset 2% value 3 -0.74 -0.72 Weighted average number 5% of shares (`000) 2,621,362,757 2,759,329,218 Diluted weighted 5% average number of 2,621,362,757 2,759,329,218 shares (`000) Number of issued shares 5% (`000) 2,621,362,757 2,759,329,218 Notes: 1 (Loss) per share ("LPS"), diluted (Loss) per share ("DLPS"), headline (Loss) per share ("HLPS") and diluted headline (Loss) per share ("DHEPS") before the Transaction are based on the audited financial results for the year ended 30 June 2011. 2 LPS, DLPS, HLPS and DHEPS are based on the assumption that the Transaction was implemented on 1 July 2010, with the share based payments expense of the first year`s shares in terms of the transaction (R1 379 665) being adjusted for, and the first year`s shares in terms of the transaction (137 966 461 shares) being included in the weighted average number of shares in issue. This analysis does not show the impact on the share issues in year two and three, for 151 727 583 and 170 368 345 shares respectively, and the related expense of R1 517 276 and R1 703 683 respectively. 3 Net Asset Value and Net Tangible Asset value are based on the assumption that the Transaction was implemented on 30 June 2011, and the shares in issue have been adjusted for the first year`s shares in terms of the transaction (137 966 461 shares). Taking into consideration the remaining shares to be issued in year 2 and 3 (322 095 928 shares) and the decrease in NAV share based payment expense associated with these shares (R3 220 959), net asset value per share would decrease to 0.46 cents per share and net tangible asset value per share would decrease to (0.75) cents per share. 4 Due to the loss situation that the company is in, the remaining shares to be issued in year 2 and 3 (322 095 928 shares) are anti-dilutive as they decrease loss per share. Withdrawal of Cautionary BioScience shareholders are advised that as the financial effects of the Transaction have now been disclosed caution is no longer required to be exercised when dealing in BioScience shares. Posting of the circular The circular to shareholders has been delayed, but will be posted as soon as JSE approval of all the documentation has been received. Isando 30 November 2011 Designated Advisor PricewaterhouseCoopers Corporate Finance (Pty) Ltd Reporting Accountants Deloitte & Touche Date: 30/11/2011 17:45:00 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.

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