BDM
BDM - Buildmax - Brait Acquires Strategic Stake In Buildmax And Withdrawal
Of Cautionary
Buildmax Limited
(Registration No. 1995/012209/06)
Share Code: BDM & ISIN Code: ZAE000011250
("Buildmax" or the "company")
BRAIT ACQUIRES STRATEGIC STAKE IN BUILDMAX AND WITHDRAWAL OF CAUTIONARY
ISSUE OF SHARES FOR CASH
Shareholders are referred to the cautionary announcement published on 23 October
2008 and are advised that Brait IV Investment, L.P. and Brait IV SA Partnership
(collectively "Brait") have agreed to subscribe for 133 333 333 Buildmax
ordinary shares (being 14,8% of the Buildmax shares in issue prior to the
subscription)(the "subscription shares") at an aggregate subscription
consideration of R200 000 000.
The subscription price of R1.50 per Buildmax share represents a 36% premium to
the volume weighted average price at which Buildmax shares traded for the 30
trading days prior to 24 October 2008, the date on which the subscription
agreement was concluded.
In addition to subscribing for the subscription shares, Brait has concluded a
number of agreements to acquire a further 120 000 000 Buildmax shares from
existing shareholders at a price of R1.10 per share ("the acquisition"). The
acquisitions are conditional upon the subscription for the subscription shares
and will take Brait's aggregate shareholding to just over 24% of the total
issued share capital of Buildmax post the transaction. None of Westbrooke,
Interactive Capital, Paul de Klerk, Herman Fourie or Mike Watson have sold any
shares in terms of this transaction.
Brait is a public shareholder (as defined in the JSE Listings Requirements) and
the subscription shares will be issued in terms of the general authority to
issue shares for cash granted by Buildmax shareholders on 29 September 2008. The
capital raised will be used by Buildmax primarily to reduce debt and to pursue
new business opportunities including the acquisition of capital equipment.
Brait, South Africa's largest private equity fund manager, is a strategically
valuable shareholder with a proven track record of partnering growth companies
which will allow Buildmax to pursue organic and acquisitive opportunities.
FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects as set out below have been prepared to
assist Buildmax shareholders in assessing the impact of the issue of the
subscription shares on earnings per share, headline earnings per share, net
asset value per share and tangible net asset value per share of Buildmax as at
and for the six months ended 31 August 2008.
These unaudited pro forma financial effects have been prepared for illustrative
purposes and because of their nature, may not fairly present Buildmax's
financial position after the issue of the subscription shares.
The directors of Buildmax are responsible for the preparation of the financial
effects and they have not been reviewed by the auditors.
Before issue After issue
of the of the
subscription subscription % change
shares shares
(cents) (cents)
Earnings per share 12.6 11.9 (5.6%)
Headline earnings per share 11.8 11.2 (5.0%)
Net asset value per share 181.1 177.2 (2.2%)
Tangible net asset value per 46.0 59.4 28.9%
share
Notes and assumptions:
The figures set out in the "Before issue of the subscription shares" column
above have been extracted from unaudited interim results for the six months
ended 31 August 2008.
The issue of the subscription shares is assumed to have been implemented on 1
March 2008 for earnings and headline earnings per share purposes and on 31
August 2008 for net asset and tangible net asset value per share purposes.
It is assumed that the subscription proceeds were used to reduce interest
bearing debt (at a borrowing cost of prime -1%).
WITHDRAWAL OF CAUTIONARY
Caution is no longer required to be exercised by Buildmax shareholders when
dealing in their securities.
Johannesburg
30 October 2008
Corporate advisor, legal advisor and sponsor
Java Capital (Proprietary) Limited
Legal advisor to Brait
Read Hope Phillips Thomas and Cadman Inc
Subscribers
Brait IV Investment, L.P. and Brait IV SA Partnership
Date: 30/10/2008 15:58:01 Produced by the JSE SENS Department.
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