| Mon 28 May 2007, 11:42 | | BEG-Beige -Salient dates and times and final terms |
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BEG
BEG
BEG-Beige -Salient dates and times and final terms of the capitalisation award
Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
("Beige" or "the company")
ISIN Code: ZAE000034161
Share code: BEG
SALIENT DATES AND TIMES IN RELATION TO GENERAL MEETING AND THE PROPOSED
CAPITALISATION AWARD TO SHAREHOLDERS AND ANNOUNCEMENT OF FINAL TERMS OF THE
CAPITALISATION AWARD
SALIENT DATES
Following announcements on SENS on 19 October 2006 and 21 February 2007 of the
acquisition of Crystal Pack (Proprietary) Limited ("Crystal Pack"), a specific
issue of shares for cash to Thebe Medicare (Proprietary) Limited ("Thebe") and
a proposed capitalisation award (together "the Crystal Pack Transaction"),
Beige shareholders are advised that a circular, prepared in terms of the
Listing Requirements of the JSE Limited, was posted to all shareholders on
Wednesday, 9 May 2007.
Set out in the table below are the salient dates and times relating to the
Crystal Pack Transaction:
Salient Dates
2007
Last day to lodge forms of proxy for the General Tuesday, 29 May
Meeting by 10:00 on
General Meeting to be held at 10:00 on Thursday, 31 May
Results announcement published on SENS on Thursday, 31 May
Issue of Specific Issue Shares, subject to Monday, 02 July
fulfilment of conditions precedent on
Issue of Consideration Shares, subject to the Monday, 02 July
fulfilment of conditions precedent on
Notes:
1. All times referred to are local times in South Africa.
2. Holders of dematerialised Beige Shares are required to notify their
CSDP or broker of the action they wish to take in respect of the
General Meeting in the manner and by the time stipulated in the agreement
governing the relationship between the Beige Shareholder
and his CSDP or broker, although the Directors recommend that such
notification be given not less than 5 (five) days prior to the General
Meeting.
Capitalisation Award Dates
2007
Last day to trade in Beige Shares in order to
participate in the Capitalisation Award or the Friday, 22 June
Cash Payment Alternative
Shares trade ex the Capitalisation Award or the Monday, 25 June
Cash Payment Alternative on
Listing of the new Preference Shares in terms Monday, 25 June
of the Capitalisation Award on
Last day to elect to receive the Cash Payment
Alternative, failing which you will receive the Friday, 29 June
Capitalisation Award to be received by 12:00 on
Record date to participate in the Capitalisation
Award or receive the Cash Payment Alternative on Friday, 29 June
Issue of Specific Issue Shares, subject to Monday, 02 July
fulfilment of conditions precedent on
Issue of Consideration Shares, subject to the Monday, 02 July
fulfilment of conditions precedent on
Payment of the Cash Payment Alternative to
shareholders who have elected not to participate
in the Capitalisation Award or have participated Monday, 02 July
in the Capitalisation Award in respect of only
part of their shareholding
New Preference Shares issued and posted or duly
appointed CSDP or broker accounts credited
regarding the Preference Shares to be issued to Monday, 02 July
shareholders participating in the Capitalisation
Award in respect of all or part of their
shareholding on
Notes:
1. Shareholders are advised that the transaction is subject to Competition
Commission approval and the dates outlined above may change. Any such change
in dates will be announced on SENS. Shareholders are also reminded that the
capitalisation award is subject to the successful conclusion of the
acquisition of Crystal Pack and specific issue of shares.
2. Shares may not be dematerialised or rematerialised between Monday, 25
June 2007 and Friday, 29 June 2007, both days inclusive.
3. Holders of Dematerialised Shares are required to notify their CSDP or
broker of the action they wish to take in respect of the Capitalisation Award
in the manner and by the time stipulated in the agreement governing the
relationship between the Shareholder and his CSDP or broker, but the directors
recommend that this instruction be given no later than 5 (five) days prior to
the Last day to elect to receive the Cash Payment Alternative.
FINAL TERMS OF THE CAPITALISATION AWARD
Subject to the approval of the acquisition of Crystal Pack and the
specific issue of shares, in order to equalise the R15 000 000 value
differential between Beige and Crystal Pack, Beige will proceed with a
capitalisation award to the value of R15 000 000 to the benefit of
shareholders recorded in the register as such in the Beige Register at the
Record Date, but to the exclusion of the Vendors of Crystal Pack and the
specific issue of shares to Thebe.
The amount of the Capitalisation Award will be R15 000 000 and will be in the
form of cumulative non-participating, convertible, redeemable preference
shares with an annual dividend of 8%. The Preference Shares, carrying a par
value of R0.01 will be issued as fully paid Preference Shares of R1.05 to all
Shareholders who are recorded in the Register on the Record Date in the ratio
of one preference share for every 55.03271 Beige shares held.
Shareholders who do not wish to receive the Preference Shares may elect to
receive the Cash Payment Alternative, being a cash payment of 1.90796 cents
per Ordinary Share held. In terms of the acquisition agreement, the cash
payment is to be underwritten by the Vendors or the Vendors are to procure the
underwriting thereof, at their cost. The Vendors have entered into an
underwriting agreement with Praesidium Capital.
The preference shares have a conversion ratio of 7 new ordinary Beige shares
for every 1 preference share held, convertible at the election of the
preference shareholder on the conversion date to be announced on SENS, but
being no later than 3 years and 1 day after the issue date of the preference
shares. In the event that the preference shares are not converted, the
preference shares will automatically be redeemed on the redemption date, being
the later of 31 July 2010 or 3 years and 1 day after the issue date of the
preference shares.
Johannesburg
25 May 2007
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 28/05/2007 11:42:01 Produced by the JSE SENS Department.
