Wrap Text
Update and financial effects on the disposals and withdrawal of the cautionary announcements
1
BRIKOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/013247/06)
JSE Share code: BIK & ISIN: ZAE000101945
("Brikor" or "the Company")
UPDATE AND FINANCIAL EFFECTS ON THE VEREENIGING DISPOSAL,
BRONKHORSTSPRUIT DISPOSAL AND THE OLIFANTSFONTEIN DISPOSAL AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS (“TRANSACTIONS”)
1. UPDATE ON TRANSACTIONS
1.1 VEREENIGING DISPOSAL
Shareholders are referred to the announcement released on SENS on 10 August 2012, where
it was announced that immovable properties were disposed of to National Ceramic Industries
of South Africa Proprietary Limited for R11 million (“Vereeniging property disposal”). On the 8
July 2012, Brikor disposed via auction, plant and equipment to various parties for R11 million
(“Vereeniging plant disposal”) (“collectively the Vereeniging disposal”) .
Below are the financial effects of the Vereeniging disposal:
Pro forma financial effects of the Vereeniging disposal
The unaudited pro forma financial effects of the Vereeniging disposal on Brikor shareholders
set out below are based on the published audited results of Brikor for the year ended 29
February 2012. The unaudited pro forma financial effects are the responsibility of the board of
directors of Brikor and have been prepared for illustrative purposes only and because of their
pro forma nature may not fairly present Brikor’s financial position or results of operations after
the transaction. The directors of Brikor are responsible for the preparation of the unaudited pro
forma financial effects.
Pro forma
“Before the “After the
Vereeniging Vereeniging
disposal” disposal”
audited annual unaudited
29 February 29 February %
(1)
2012 2012 Change
Loss per share
(2)(5)
(cents) (5.2) (4.3) 117.3%
Headline loss per share
(2)(5)
(cents) (3.3) (1.5) 54.5%
Net asset value per
(3)(4)
share (cents) 0.1 (1.0) (900)%
Net tangible asset value
(3)(4))
per share (cents) (1.3) (2.3) (77.0)%
Weighted average
shares in issue (‘000) 629 342 629 342
Shares in issue at year
end (‘000) 629 342 629 342
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Notes:
- The ‘before the Vereeniging disposal’ has been extracted from the audited accounts of
Brikor for the year ended 29 February 2012.
- The basic loss and headline loss per share were calculated as if the disposal took place
on 1 March 2011.
- The net asset value and net tangible asset value per share were calculated as if the
disposal took place on 29 February 2012.
- The "After the Vereeniging disposal" net asset value and net tangible asset value per
share have been adjusted to include the following:
- R0,4 million of plant and equipment was retained and transferred to Brikor’s core
business operations;
- non-current assets held for sale was reduced by R24,7 million;
- transaction costs of R0.05 million was written off to reserves;
- a loss of R6,3 million was recorded on the sale was written off to reserves ;
- R18,45 million cash received on the sale of the properties and plant and equipment
was allocated as follows:
- R18,4 million against short term borrowings and
- R0.05 million for transaction costs.
- The "After the Vereeniging disposal" basic earnings per share and headline earnings per
share have been adjusted to include the following adjustments which are expected to
have a non- continuing effect:
- transaction costs of R0.05 million was written off to reserves;
- the trading loss saving of the discontinued operation of R9,0 million;
- the loss on the disposal of the operation of R6,3 million.
The following adjustment will have a continuing effect:
- the finance cost saving of utilising the funds to settle the RMB loan bearing interest at
15,58% per annum of R2,8 million.
1.2 OLIFANTSFONTEIN DISPOSAL
Shareholders are referred to the announcement released on SENS on 20 August 2012 where
it was announced that immovable properties were disposed of to Singatha Properties 86
Proprietary Limited, represented by Michael Koch and the Hall family Trust for R15 million
(“Olifantsfontein property disposal”).
On 16 July 2012, Brikor swapped the brick manufacturing plant situated at Olifantsfontein for
various mining equipment with Rondebult Colliery Propriety Limited, to the value of R8.3
million excluding VAT. (“Olifantsfontein plant disposal”)
(“collectively the Olifantsfontein disposal”)
The sale of the Olifantsfontein Plant is in line with Brikor’s strategy to strengthen the group’s cash
resources as well as improving its current debt burden.
The Olifantsfontein plant disposal is not subject to any remaining conditions precedent.
Below are the financial effects of the Olifansfontein disposal:
Pro forma financial effects of the Olifantsfontein disposal
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The unaudited pro forma financial effects of the Olifantsfontein disposal on Brikor shareholders
set out below are based on the published audited results of Brikor for the year ended 29
February 2012. The unaudited pro forma financial effects are the responsibility of the board of
directors of Brikor and have been prepared for illustrative purposes only and because of their
pro forma nature may not fairly present Brikor’s financial position or results of operations after
the transaction. The directors of Brikor are responsible for the preparation of the unaudited pro
forma financial effects.
Pro forma
“Before the “After the
Olifantsfontein Olifantsfontein
disposal” disposal”
audited annual unaudited
29 February 29 February %
(1)
2012 2012 Change
Loss per share
(2)(5)
(cents) (5.2) (1.5) 71.2%
Headline loss per share
(2)(5)
(cents) (3.3) (0.3) 90.9%
Net asset value per
(3)(4)
share (cents) 0.1 0.7 600%
Net tangible asset value
(3)(4))
per share (cents) (1.3) (0.6) 53.8%
Weighted average
shares in issue (‘000) 629 342 629 342
Shares in issue at year
end (‘000) 629 342 629 342
Notes:
1. The “before the Olifantsfontein disposal” has been extracted from the audited
accounts of Brikor for the year ended 29 February 2012.
2. The basic loss and headline loss per share were calculated as if the disposal took
place on 1 March 2011.
3. The net asset value and net tangible asset value per share were calculated as if the
disposal took place on 29 February 2012.
4. The "After Olifantsfontein disposal" net asset value and net tangible asset value per
share have been adjusted to include the following:
- R1 million of plant and equipment was retained and transferred to Brikor’s core
business operations;
- non-current assets held for sale was reduced by R20,2 million;
- transaction costs of R0.25 million was written off to reserves;
- a profit of R4,5 million was recorded on the sale and included in reserves;
5. The "After the disposal" basic earnings per share and headline earnings per share
have been adjusted to include the following adjustments which are expected to have a
non-continuing effect:
- transaction costs of R0.25 million was written off to reserves;
- the trading loss saving of the discontinued operations of R18,1 million;
- the profit on the sale of the properties and plant and equipment of R4,5 million.
The following adjustments will have a continuing effect:
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- depreciation of new mining equipment bought for R1,4million which will span over
the useful life of the assets of between 2 – 6 years taking into account their
estimated residual values;
- the reduction of interest received of R0.1 million due to the secured investment in
Momentum being utilised to settle the hire purchase agreement with Wesbank;
- the finance cost saving on the borrowings from RMB of R2,1 million for settling
the debt which bears interest at 15,58% per annum;
- the finance cost saving of R0.4 million for settling the hire purchase agreement
with Wesbank in lieu of plant still on hire purchase.
1.3 BRONKHORSTSPRUIT DISPOSAL
Shareholders are referred to the announcement released on SENS on 24 August 2012 where it
was announced that immovable properties were disposed of to Elmir Clay Mining Proprietary
Limited for R10 million excluding VAT (“Bronkhorstspruit disposal”).
Below are the financial effects of Bronkhorstspruit disposal:
Pro forma financial effects of the Bronkhorstspruit disposal
The unaudited pro forma financial effects of the Bronkhorstspruit disposal on Brikor
shareholders set out below are based on the published audited results of Brikor for the year
ended 29 February 2012. The unaudited pro forma financial effects are the responsibility of the
board of directors of Brikor and have been prepared for illustrative purposes only and because
of their pro forma nature may not fairly present Brikor’s financial position or results of
operations after the transaction. The directors of Brikor are responsible for the preparation of
the unaudited pro forma financial effects.
“Before the Pro forma “After
Bronkhorspruit the
disposal “ Bronkhorstspruit
audited annual disposal”
29 February unaudited %
(1)
2012 29 February 2012 Change
Loss per share
(2)(5)
(cents) (5.2) (5.4) (3.8)%
Headline loss per
(2)(5)
share (cents) (3.3) (2.8) 15.2%
Net asset value
per share (cents)
(3)(4)
0.1 (0.8) 700%
Net tangible asset
value per share
(3)(4)
(cents) (1.3) (2.1) (61.5)%
Weighted average
shares in issue
(‘000) 629 342 629 342
Shares in issue at
year end (‘000) 629 342 629 342
Notes:
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1. The ‘before the Bronkhorstspruit disposal’ has been extracted from the audited accounts of
Brikor for the year ended 29 February 2012.
2. The basic loss and headline loss per share were calculated as if the disposal took place on
1 March 2011.
3. The net asset value and net tangible asset value per share were calculated as if the
disposal took place on 29 February 2012.
4. The "After the Bronkhorstspruit disposal" net asset value and net tangible asset value per
share have been adjusted to include the following:
- non-current assets held for sale was reduced by R14,9 million;
- transaction costs of R0.25 million was written off to reserves;
- a loss of R4,9 million was recorded on the sale was written off to reserves ;
- R10,0 million cash received on the sale of the properties and plant and equipment
was allocated as follows:
- R9,8 million against short term borrowings and
- R0.25 million for transaction costs.
5. The "After the Bronkhorstspruit disposal" basic earnings per share and headline earnings
per share have been adjusted to include the following adjustments which are expected to
have a non- continuing effect:
- transaction costs of R0.25 million which equate to 50% of the total transaction costs of
R0.5 million was written off to reserves;
- the trading loss saving of the discontinued operation of R2,2 million;
- the loss on the disposal of the operation of R4,9 million.
The following adjustment will have a continuing effect:
- the finance cost saving of utilising the funds to settle the RMB loan bearing interest at
15,58% per annum of R1,5 million.
3. SHAREHOLDERS CIRCULAR
Shareholders are advised that a circular containing full details of the Bronkhorstspruit disposal
and the Olifantsfontein disposal will be distributed to shareholders on or before 14 December
2012.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
Shareholders are referred to the various cautionary announcements regarding the
outstanding financial effects of the Vereeniging disposal, Olifantsfontein disposal and the
Bronkhorstspruit disposal and are advised that caution is no longer required to be exercised
by shareholders when dealing in Brikor’s securities.
Designated Adviser
Exchange Sponsors
Johannesburg
19 November 2012
Date: 19/11/2012 03:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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