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BSI - BSI Steel Limited - Further information on the acquisition of Brown

Release Date: 25/04/2012 08:34
Code(s): BSS
Wrap Text

BSI - BSI Steel Limited - Further information on the acquisition of Brown Macfarlane Africa (Pty) Limited ("BMFA") and withdrawal of the cautionary announcement BSI STEEL LIMITED (Incorporated in the Republic of South Africa) (Registration number 2001/023164/06) JSE code: BSS ISIN: ZAE0000125134 ("BSi Steel" or "the Company" or "the Group") FURTHER INFORMATION ON THE ACQUISITION OF BROWN MACFARLANE AFRICA (PTY) LIMITED ("BMFA") AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT INTRODUCTION Shareholders are referred to the announcement dated 19 March 2012 relating to the acquisition by BSi Steel of BMFA subject to the fulfilment of various conditions precedent, inter alia, the completion of a successful due diligence. Due to the outcome of the due diligence, the purchase consideration has been reduced from an estimated R35 million to R25 million ("the transaction"). All other terms of the transaction as announced remain unchanged. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION The unaudited pro forma financial effects, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the transaction on basic and diluted earnings and headline earnings as if the transaction had taken effect on 1 April 2011 and on net asset value (NAV) and net tangible asset value (NTAV) per share as if the transaction had taken effect on 30 September 2011. Because of their nature, the unaudited pro forma financial effects may not give a fair presentation of the group`s financial position and performance. The unaudited pro forma financial effects have been compiled from the BSi Steel unaudited consolidated financial statements for the interim period ended 30 September 2011 and are presented in a manner consistent with the format and accounting policies adopted by BSi Steel and have been adjusted as described in the notes below: Before After % change
Notes Earnings per share (basic and 1, 2 6.67 5.92 (11.3) diluted) (cents) Headline earnings per share 1, 2 6.64 6.04 (9.0) (basic and diluted) (cents) NAV per share (cents) 67.07 70.51 5.1 NTAV per share (cents) 69.06 72.39 4.8 Weighted and fully diluted 706 668 706 668 0.0 weighted average number of shares in issue (000`s) Shares in issue at year end 706 668 706 668 0.0 (000`s) Notes: 1. The earnings, headline earnings, NAV and NTAV per share as set out in the "Before" column are extracted from the unaudited results of BSi Steel for the interim period ended 30 September 2011. 2. The earnings and headline earnings per share as set out in the "After" column are based on the following assumptions and information: - the transaction was effective on 1 April 2011; - the purchase price was paid on 1 April 2011 by way of a cash payment of R25 million, which cash payment was financed through borrowings incurring interest at 9% per annum (pre tax); and - the total after tax loss and headline loss attributable to BMFA is R 2,978 million and R1,903 million respectively for the 6 months ended 30 September 2011 based on the BMFA management accounts. The due diligence having been completed, BSi Steel is satisfied with the quality of the management accounts ; and - the estimated transaction costs of R1 million have been expensed. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT Pursuant to the release of all the information required in terms of the JSE Listings Requirements, in particular the financial effects of the BMFA acquisition, the cautionary announcement is hereby withdrawn. Johannesburg 25 April 2011 Designated Advisor Sasfin Capital (A division of Sasfin Bank Limited) Date: 25/04/2012 08:34:01 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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