| 1. |
Column 1 presents the historical financial information relating to the Bidcorp Group prior to the internal restructuring, which has been extracted
from the reviewed historical financial information of the Bidcorp Group prior to the internal restructuring for the year ended June 30 2015, as
presented in the special purpose financial statements of Bid Corporation Limited at June 30 2015. |
| 2. |
Column 2 presents the unadjusted historical financial information which has been extracted from the historical financial information of the Bidvest
Group prior to the internal restructuring for the year ended June 30 2015 as reported in the annual integrated report of the Bidvest Group Limited
relating to the excluded assets that will not form part of the Bidcorp Group. The excluded assets were transferred out of the Bidcorp Group as
part of the internal restructuring. |
| 3. |
Column 3 presents the financial effects of the issue of 335,4 million new Bidcorp shares as settlement for the disposal consideration relating to
the transferring assets. Stated ordinary share capital has been credited with the fair value of the issue of the 335,4 million new Bidcorp shares
amounting to R5,4 billion and investment in subsidiaries has been debited with the same amount. The dilutionary effect of the issue of the new
Bidcorp shares has also been taken into account in calculating the net asset value and tangible net asset value per share subsequent to the
internal restructuring and the listing. |
| 4. |
Column 4 presents the unadjusted historical financial information relating to Bidvest Food Africa which has been extracted from the historical
financial information of the Bidvest Group prior to the internal restructuring for the year ended June 30 2015 as reported in the annual integrated
report of the Bidvest Group Limited. Bidvest Food Africa was transferred to Bidcorp as part of the transferring assets in terms of the internal
restructuring and, as such, the assets and liabilities relating to Bidvest Food Africa needs to be included in the consolidated pro forma financial
information of the Bidcorp Group. The unadjusted historical assets and liabilities relating to Bidvest Food Africa has been reviewed by KPMG Inc.
and their unqualified review opinion is available for inspection at the offices of the Bidcorp Group. |
| 5. |
Column 5 presents the unadjusted historical financial information relating to Bidvest Food Properties, which has been extracted from the historical
financial information of the Bidvest Group prior to the internal restructuring for the year ended June 30 2015 as reported in the annual integrated
report of the Bidvest Group Limited. Bidvest Food Properties was transferred to Bidcorp as part of the transferring assets in terms of the internal
restructuring and, as such, the assets and liabilities relating to Bidvest Food Africa needs to be included in the consolidated pro forma financial
information of the Bidcorp Group. The owner occupied properties held by Bidvest Food Properties have been raised at their fair value in terms of
a directors’ valuation in accordance with IFRS 13: Fair value adjustment. |
| 6. |
Column 6 presents the financial effects of the Bidvest treasury shares that were transferred to Bidcorp prior to the listing. The Bidvest treasury
shares will be accounted for as an investment in Bidcorp and has been raised at the fair value of R1,5 billion calculated as 4 118 420 Bidvest
shares multiplied by the closing market price per Bidvest share on May 27 2016 of R370,00. No mark to market adjustment has been shown
as in the 2015 pro forma financial information due to the nature of the shares being “treasury shares” in nature prior to the unbundling date of
May 30 2016. |
| 7. |
Column 7 presents the consolidation entries relating to columns 2 to 6 above as follows:
| a. |
reversal of the excess of the fair value of the owner occupied properties held by Bidvest Food Properties and the book value of such
properties; |
| b |
reversal of the interest in subsidiaries by Bidcorp on consolidation of Bidvest Food Africa and Bidvest Food Properties; |
| c |
reversal of the Bidcorp treasury shares on consolidation. The adjustment for the Bidcorp treasury shares has been calculated at a notional fair
value of R1,1 billion, which is equal to 72% of the value of the investment in Bidvest shares detailed in note 6 above. The fair value is based
on the volume weighted average price (VWAP) percentages for Bidvest and Bidcorp being 28% and 72% respectively; |
| d. |
stated ordinary share capital has been adjusted to reverse the share capital relating to Bidvest Food Africa and Bidvest Food Properties on
consolidation. |
|
| 8. |
Column 8 presents the pro forma statement of financial position of the Bidcorp Group subsequent to the internal restructuring and including the
adjustments detailed in columns 2 to 7 above. |
| 9. |
Column 9 presents the financial effects relating to the settlement of inter-group loans, amounting to R2,2 billion and preference shares, amounting
to R64,3 million. The inter-group loans in relation to Bidvest Food Africa was settled with Bidvest by drawing down on newly acquired external
loans from a financial institution amounting to R550 million. Other inter-group loans were settled by utilising Bidcorp’s available cash resources.
The preference shares investment, amounting to R64,3 million, held in a subsidiary of Bidvest Group Limited was redeemed resulting in a cash
inflow. |
| 10. |
Column 10 presents the pro forma statement of financial position of the Bidcorp Group subsequent to the adjustments detailed in columns 2 to 9
above in respect of the internal restructuring. |
