Sharenet Sites 
Sharenet Sites
Announcement regarding the Company’s acquisition of Pure Ocean Aquaculture (Proprietary) Limited
BK One Limited
Incorporated in the Republic of South Africa
Registration Number: 2011/008103/06
Preference Share Code: BK1P
ISIN: ZAE000161352
“BK One” or “the Company”
Announcement regarding the Company’s acquisition of Pure Ocean Aquaculture
(Proprietary) Limited (“Pure Ocean”); completion of Assignment Agreement and the renewal
of cautionary announcement
1 Introduction
BK One preference shareholders (“Shareholders”) are referred to the announcement
published by the Company on the Securities Exchange News Service (“SENS”) on 28
August 2012 and subsequent announcements (the “Previous Announcements”) in which
Shareholders were informed that BK One had entered into an assignment and option
agreement (“the Option Agreement”) with Isitsaba Investment Group Proprietary Limited
(“IIG”) over a number of assets BK One had the right to acquire.
The Board of BK One (“the Board”) hereby informs Shareholders that it has entered into a
purchase agreement with IIG in terms of which the Company will acquire all IIG’s shares
and claims against Pure Ocean (“the Acquisition”).
This Acquisition also concludes the Option Agreement as IIG was unsuccessful in raising
third party equity capital, with the knowledge of the Company, had disposed of its
shareholding in Cash Connect and is in the process of disposing its shareholding in Burgan
Oil and Kawuleza Connect. These disposals were necessitated by IIG's financial
obligations stemming from the initial acquisition of these assets.
2 Terms of the Acquisition
BK One has agreed to purchase all IIG’s shares and claims, amounting to 42,03% of Pure
Ocean’s issued share capital and claims, for the consideration of R34,000,000, to be
settled by way of the issue and allotment of BK One preference shares (the “Preference
Share(s)”).
BK One currently holds a 10,85% equity interest in Pure Ocean which will increase to
52,88% by virtue of the Acquisition.
The Preference Shares will be issued at R8.00 per Preference Share resulting in the
issuance of 4 250 000 Preference Shares to IIG.
2
3 Description of the business
Pure Ocean is involved in the entire aquaculture value chain and is involved in developing,
operating and managing aquaculture operations in South Africa and Lesotho. Pure Ocean
is also involved in the supply of fish to large retailers in South Africa and has an agreement
to directly supply to one of the largest retailers in Japan. Positive feedback has been
received from the Japanese clients on the quality of the fish. There is also increasing
demand for the trout in the South African market.
It is presently anticipated that Pure Ocean’s current farming operations in Lesotho will be
extended from the Katse Dam to the Mohale Dam. Pure Ocean continues to explore
additional opportunities in the growing aquaculture sector in southern Africa.
4 Pro forma financial effects
Based on the audited financial results of the Company for the 12 month period ended 28
February 2013, the pro forma financial effects of the Acquisition on the Company’s loss per
Preference Share (“LPPS”), headline loss per Preference Share (“HLPPS”), net asset
value per Preference Share ("NAV/ Preference Share”) and tangible net asset value per
Preference Share (“TNAV/ Preference Share”) are set out below.
The pro forma financial information has been prepared for illustrative purposes only and
because of its nature may not provide a true reflection of the Company’s financial position,
nor the effect and impact of the Acquisition on the Company going forward.
Before the After the % Change
Acquisition Acquisition
(1) (2)
NAV/ Preference Share (cents) (3) 791.95 793.06 0.19
TNAV/ Preference Share (cents) (3) 791.59 793.06 0.14
LPPS (cents) (3) (335) (277) 17.45
HLPPS (cents) (3) (335) (277) 17.45
Preference Shares in issue ('000) 20 102 24 352 21.14
Notes:
1 Extracted from the audited financial result of the Company for the 12 month period
ended 28 February 2013.
2 Based on the assumption that the Acquisition was concluded during the financial period
commencing 1 March 2012for income statement purposes and at 28 February 2013 for
balance sheet purposes.
3 Based on the fresh issuance of 4 250 000 Preference Shares at R8.00 per Preference
Share
5 Rationale for the Acquisition
Pure Ocean is an asset well known to the Company due to the Company’s existing
investment therein. The business has exciting growth prospects and has performed well
during the past year. The Acquisition allows the Company to significantly increase its
investment in Pure Ocean at an attractive valuation.
3
6 Regulatory approvals, conditions precedent and shareholders meeting
The Acquisition is subject to the fulfilment of the following conditions precedent on or
before 31 December 2013:
- Shareholders approving an ordinary resolution placing the authorised, but
unissued Preference Shares, under the authority of the Board; and
- Regulatory approvals, and in particular, approval by the Take-over Regulations
Panel of the Acquisition.
Notice of an extraordinary general meeting of shareholders, for both ordinary and
preference shareholder of the Company, at which this general authority will be sought,
shall be circulated and published on SENS in due course.
7 Renewal of cautionary announcement
The Company remains involved in discussions, which if successfully concluded could have
a material impact on the price at which the Company’s securities trade. Shareholders are
consequently advised to continue to exercise caution when dealing in the Company’s
securities until a further announcement is made.
Cape Town
3 September 2013
Investment Bank, Corporate Advisor and Debt Attorneys
Sponsor to BK One
- CDH -
- Nedbank Capital, a division of
Nedbank Limited -
Date: 03/09/2013 03:45:00 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.
