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PSV
PSV
PSV - PSV Circular To PSV Shareholders Regarding The Specific Issue Of
Shares For Cash To Bee Investor And An Odd-Lot Offer To Shareholders
PSV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/004365/06)
(JSE code: PSV & ISIN: ZAE000078705)
("PSV" or "the company")
CIRCULAR TO PSV SHAREHOLDERS REGARDING THE SPECIFIC ISSUE OF SHARES FOR CASH
TO BEE INVESTOR AND AN ODD-LOT OFFER TO SHAREHOLDERS
1 INTRODUCTION
Shareholders are referred to the announcement on SENS dated 29 May 2007
in terms of which it was announced that PSV will issue 25 000 000
ordinary shares to a BEE investor at 57 cents per share, for a total
cash consideration of R 14 250 000.
In addition, shareholders are advised that PSV intends to implement an
odd-lot offer to PSV shareholders who hold in aggregate fewer than 300
shares.
2 THE ODD-LOT OFFER
2.1 Rationale
There are currently 1 314 out of 1 404 registered shareholders, being
93.59% of the total number of shareholders, who hold fewer than 300
shares. These shareholders hold approximately 48 735 shares, which
constitutes only 0.02% of the total number of shares in issue. In order
to reduce the recurring costs of administration connected with this
large number of shareholders holding a small number of shares, the
board has proposed the implementation of the odd-lot offer to
facilitate the reduction in these shareholders in PSV in an equitable
manner.
2.2 Details of the odd-lot offer
All shareholders who hold in aggregate fewer than 300 shares at the
close of business on Friday, 31 August 2007, will be afforded the
opportunity to participate in the odd-lot offer. The odd-lot offer will
be implemented on the basis that the odd-lot holders may, until 12:00
on Friday, 31 August 2007, elect to:
(a) sell their odd-lot holdings to PSV at the offer price of 77 cents
per share ("cash alternative") ; or
(b) subscribe for sufficient additional shares in PSV at the offer
price of 77 cents per share in order to increase their odd-lot holdings
to 300 shares ("subscription alternative"); or
(c) retain their odd-lot holdings.
The shares of those odd-lot holders who elect to accept the cash
alternative or who do not make an election at all will be acquired by
PSV at the offer price of 77 cents per share. Any repurchases by PSV
will be regarded as specific repurchases and be funded by cash.
The offer price is 77 cents per share and has been determined by using
the volume weighted average traded price of the shares on the JSE over
the thirty trading days ended Wednesday, 27 June 2007.
3 TIMETABLE
The timetable as included in the circular, for the specific issue for
cash and odd-lot offer is as follows:
2007
Circular posted to shareholders Monday, 9 July
recorded in the register at the close
of business on
Election period for the odd-lot offer Monday, 9 July
opens on
Forms of proxy (green) for the general Tuesday, 31 July
meeting of shareholders to be received
by the transfer secretaries by 10:00 on
General meeting of shareholders to be Thursday, 2 August
held at 10:00 on
Results of the general meeting released Thursday, 2 August
on SENS on
Last day to trade in order to Friday, 24 August
participate in the odd-lot offer
JSE lists the new shares issued in Friday, 24 August
terms of the specific issue of shares
for cash on or about
Shares trade "ex" the odd-lot offer Monday, 27 August
Election period for the odd-lot offer Friday, 31 August
closes at 12:00 on
Form of election (pink) and surrender Friday, 31 August
(blue) for the odd-lot offer to be
received by the transfer secretaries
before 12:00 on
Record date to determine those Friday, 31 August
shareholders entitled to participate in
the odd-lot offer at the close of
business on
Implementation of the odd-lot offer Monday, 3 September
takes effect after close of business on
Results of the odd-lot offer released Monday, 3 September
on SENS on
New share certificates (if applicable) Monday, 3 September
posted and cheques/electronic transfers
in respect of shareholders who have
surrendered their existing documents of
title by 12:00 on 31 August 2007.
Thereafter cheques will be posted
within 5 business days of receipt by
the transfer secretaries.
CSDP/broker accounts debited/credited Monday, 3 September
and updated in respect of shareholders
holding dematerialised shares on
4 GENERAL MEETING
Forming part of the circular is a notice convening a general meeting of
shareholders to be held at the company`s offices at Unit 419,
Greenhills Industrial Estate, Sam Green Road, Tunney Ext 6, Germiston,
Gauteng on Thursday 2 August 2007 commencing at 10:00, at which meeting
the special and ordinary resolutions as are necessary to implement the
specific issue for cash and the odd-lot offer will be proposed for
consideration and if deemed fit, approved.
5 DOCUMENTATION
A circular containing full detail of the specific issue and the odd-lot
offer was mailed to shareholders today.
Johannesburg
9 July 2007
Designated Adviser
Exchange Sponsors (Pty) Limited
Date: 09/07/2007 13:12:04 Produced by the JSE SENS Department.
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