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BUILDMAX LIMITED
Incorporated in the Republic of South Africa
Registration No. 1995/012209/06)
Share Code: BDM
ISIN Code: ZAE000011250
("Buildmax" or the Company)
SPECIFIC SHARE REPURCHASE AND UPDATE ON SHARE CONSOLIDATION
1. SPECIFIC SHARE REPURCHASE
1.1 Details of specific repurchase
Shareholders of Buildmax (Shareholders) are referred to the announcements dated 22 February 2012, 20 March 2012 and 27 March 2012 and to the circular to Shareholders, dated 22 February 2012, pertaining to, inter alia, the adoption of the Buildmax Limited Long Term Incentive Plan (the LTIP"). Shareholders are advised that the Board of Directors of Buildmax (the Board) has entered into an agreement with non-related parties, dated 20 August 2012, to purchase 95 million of its own ordinary issued shares (Shares) from Interactive Capital (Pty) Limited (Registration number: 2003/019612/07), 44 245 054 Shares from Westbrooke Investments (Pty) Limited (Registration number 2004/001258/07) and 53 254 946 Shares from Westbrooke Special Opportunities (Pty) Limited (Registration number 2004/001277/07) at 15 cents per Share, amounting to R28 875 000 (the Specific Repurchase).
The Specific Repurchase is subject to obtaining the necessary regulatory approval and the approval by Shareholders of a special resolution at a general meeting on 16 October 2012. Buildmax will utilise its own cash resources for the Specific Repurchase. The Shares purchased in terms of the Specific Repurchase will be utilised for purposes of the LTIP and the balance will be held as treasury shares. Subsequent to the Specific Repurchase, Buildmax will have 192.5 million treasury shares.
1.2 Pro forma financial effects
The unaudited pro forma financial effects of the Specific Repurchase are provided for illustrative purposes only to indicate the effect of the Specific Repurchase on the earnings per Share and headline earnings per Share as if the Specific Repurchase took effect on 1 March 2011 and to show the effect of the Specific Repurchase on the net asset value per Share and tangible net asset value per Share as if the Specific Repurchase took effect on 29 February 2012. Because of their nature, the unaudited pro forma financial effects may not fairly present Buildmaxs financial position and performance. The unaudited pro forma financial effects have been compiled from the published audited results for the year ended 29 February 2012 and are presented in a manner consistent with the format and accounting policies adopted by Buildmax and have been adjusted as described in the notes below. The directors of Buildmax are responsible for the preparation of the pro forma financial effects as set out below.
Column i Column ii
Before the Share Repurchase After the Share Repurchase % change
Basic earnings per share (cents) (0.16) (0.20) (25.00%)
Headline earnings per share (cents) 0.29 0.25 (13.79%)
Net asset value per share (cents) 16.07 15.23 (5.23%)
Tangible net asset value per share (cents) 13.91 13.07 (6.04%)
Weighted average number of shares in issue (000) 3 444 716 3 444 716 0.0%
Shares in issue at year end (000) 3 444 716 3 444 716 0.0%
Notes:
The pro forma information as reflected in column (i) has been extracted from Buildmaxs published audited consolidated results for the year ended 29 February 2012.
The information reflected in column (ii) is calculated based on the assumptions that:
1) For the effect on the earnings per Share and headline earnings per Share it has been assumed that:
a. the Share Repurchase of R28.875 million was effective on 1 March 2011 and resulted in less interest income earned on
cash amounting to R1 443 750, calculated at an average interest rate of 5% per annum; and
b. no transaction costs were incurred pertaining to the Share Repurchase.
2) For the effect on the net asset value per Share and tangible net asset value per Share it has been assumed that the Share
Repurchase was effective on 29 February 2012.
2. SHARE CONSOLIDATION AND CIRCULAR
Subsequent to the announcement dated 2 May 2012 pertaining to the proposed restructuring of the authorised and issued share capital of the Company by the consolidation of every 19 Shares currently held in Buildmax with a par value of one cents each into one Share with a par value of 19 cents each (the Share Consolidation"), the Board wishes to advise Shareholders that the Company is in the process of finalising a circular to Shareholders which will now, in addition to the details pertaining to the Share Consolidation, also incorporate the details pertaining to the Specific Repurchase and which will contain, inter alia, a notice of general meeting.
Benoni
22 August 2012
Sponsor
QuestCo (Pty) Limited
Date: 22/08/2012 07:48:00 Supplied by www.sharenet.co.za
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