| Wed 31 Aug 2005, 8:39 | | Johncom - Announcement Of Odd-Lot Offer |
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Johncom - Announcement Of Odd-Lot Offer
Johnnic Communications Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1889/000352/06)
Share code: JCM ISIN: ZAE000024584
(`Johncom` or `the company`)
ANNOUNCEMENT OF ODD-LOT OFFER
1. Introduction
There are currently approximately 19 750 out of the 23 500 shareholders of
Johncom constituting 84% of the total number of shareholders who hold fewer
than 100 shares (`odd-lot holding`). These shareholders (`odd-lot
holders`) hold approximately 406 500 shares in total, which constitutes
only 0,39% of the total number of shares in issue. In order to reduce the
substantial recurring costs of the administration connected with this large
number of shareholders holding a small number of shares, the board of
directors of Johncom has proposed the implementation of an odd-lot offer
(`odd-lot offer`) to facilitate a reduction in the number of odd-lot
holders in an equitable manner.
2. Mechanism
2.1 Holders of fewer than 100 shares who are recorded as such in the
register at the close of business on Friday, 7 October 2005 (`record
date`) and nominee holders who hold less than 100 dematerialised
shares on behalf of a beneficial owner on the record date are offered
three election alternatives:
- to purchase sufficient shares at a price per share equal to the
volume weighted average traded price of Johncom`s shares on the
JSE Limited (`JSE`) for the five trading days up to and including
Thursday, 15 September 2005 (`offer price`), to increase their
shareholding to 100 shares; or
- to sell their odd-lot holdings to Johncom at the offer price plus
a premium of 5%; or
- to retain their odd-lot holding.
2.2 If an odd-lot holder does not make an election, he will be deemed to
have elected to sell his oddlot holding in terms of the oddlot offer.
2.3 The shares sold by oddlot holders in terms of the oddlot offer will be
acquired by Johncom and/or a subsidiary of Johncom as a specific
repurchase in terms of the JSE Listings Requirements (`specific
repurchase`).
2.4 The shares purchased by oddlot holders in terms of the oddlot offer
will be issued or sold to the odd-lot holders concerned by Johncom or
a subsidiary of Johncom as a specific issue of shares for cash in
terms of the JSE Listings Requirements (`specific issue`).
2.5 Shareholders are advised that the last day to trade in order to
participate in the odd-lot offer will be Friday, 30 September 2005. A
shareholder holding less than 100 shares who sells a portion of his
shares, or buys additional shares and whose shareholding remains below
100 shares at the close of business on Friday, 7 October 2005 will be
entitled to participate in the odd-lot offer. If a shareholder
holding less than 100 shares acquires additional shares resulting in
his shareholding being 100 or more shares at the close of business on
Friday, 7 October 2005, he will not be eligible to participate in the
odd-lot offer.
2.6 The election period for participation in the oddlot offer opens at
09:00 on Wednesday, 31 August 2005 and will close at 12:00 on Friday,
7 October 2005. Transaction costs (including stamp duty or
uncertificated securities tax but excluding income tax, capital gains
tax and any other tax) in connection with the sale or purchase of
shares in terms of the oddlot offer will be paid by Johncom and will
not be for the account of the odd-lot holder.
2.7 The purpose of the odd-lot offer is to reduce, as far as possible, the
number of odd-lot holdings in existence as at the date of this
announcement. It is a term of the odd-lot offer that Johncom shall be
entitled to refuse to implement the purchase or sale of shares
pursuant to the odd-lot offer in respect of any odd-lot holder whom
Johncom reasonably believes has become an odd-lot holder in order to
take advantage of the odd-lot offer and such odd-lot holder will have
no claim against Johncom arising out of or in connection with such
refusal.
3. Condition precedent
The odd-lot offer is subject to the condition precedent that the
resolutions (contained in the notice of general meeting referred to in
paragraph 0 below) are passed and, where applicable, registered by the
Registrar of Companies.
4. Salient dates and times
2005
Election period for the odd-lot offer opens Wednesday, 31 August
at 9:00 on
Offer price finalised and announced on SENS Thursday, 15 September
Offer price finalised and announced in the Friday, 16 September
press
Forms of proxy for the general meeting to be Tuesday, 20 September
received by 10:00 on
General meeting to be held at 10:00 on Thursday, 22 September
Results of the general meeting announced on Thursday, 22 September
SENS
Results of the general meeting announced in Friday, 23 September
the press
Last day to trade in order to be eligible to Friday, 30 September
participate in the odd-lot offer on
Trade ex the odd-lot offer commences on Monday, 3 October
Election period for odd-lot offer closes at
12:00 on (see note 3) Friday, 7 October
Forms headed `Form of election to purchase
shares or to retain an oddlot holding` or
`Form of election and surrender in respect
of sale of oddlot holding` and/or cheques
and/or banker`s drafts for the odd-lot offer Friday, 7 October
to be received by 12:00 on
Record date to determine which shareholders
are entitled to participate in the odd-lot
offer, at the close of business on Friday, 7 October
Implementation of the odd-lot offer takes Friday, 7 October
place after the close of business on
New share certificates posted to
certificated odd-lot holders who purchase
shares in terms of the oddlot offer posted
and safe custody accounts of dematerialised
odd-lot holders who purchase shares in terms Monday, 10 October
of the oddlot offer, updated on or about
Cheques posted or electronic transfers
effected to certificated oddlot holders who
sell their oddlot holding in terms of the
oddlot offer and accounts of dematerialised
odd-lot holders who sell their oddlot
holding in terms of the oddlot offer Monday, 10 October
credited on (see note 4)
Listing of new Johncom shares issued
pursuant to the oddlot offer (if any) from Monday, 10 October
commencement of trading, on
Delisting of Johncom shares pursuant to the Monday, 10 October
odd-lot offer (if any) from commencement of
trading
Results of the odd-lot offer released on Monday, 10 October
SENS on
Results of the odd-lot offer published in Tuesday, 11 October
the press on
Note:
1. The above dates are subject to change. Any changes will be advised by
notification on SENS.
2. Johncom shareholders may not dematerialise or rematerialise their shares
between Monday, 3 October 2005 and Friday, 7 October 2005, both dates
inclusive.
3. Dematerialised oddlot holders are required to notify their CSDP or broker
of their election in accordance with the custody agreement entered into
between them and their CSDP or broker in the manner and time stipulated
therein.
4. The issue of cheques or electronic transfers will take place in respect of
certificated oddlot holders on or about Monday, 10 October 2005 if the form
headed `Form of election and surrender in respect of sale of oddlot
holding` and documents of title are received by no later than 12:00 on
Friday, 7 October 2005. If such form and documents of title are received
after 12:00 on Friday, 7 October 2005, cheques will be posted within (5)
five business days of receipt of such form and documents of title.
5. New share certificates will be posted to certificated oddlot holders by
registered post at the risk of such shareholders.
5. Financial effects of the odd-lot offer
The odd-lot offer, the specific repurchase and the specific issue of shares
for cash are not expected to have any material effect on the earnings and
headline earnings per share or on the net asset value and net tangible
asset value per Johncom share.
6. General meeting
A general meeting of shareholders (`general meeting`) will be held at 10:00
on Thursday, 22 September 2005, at which general meeting the resolutions
required to implement the odd-lot offer will be proposed for consideration
and, if deemed fit, passed with or without modification.
7. Circular
A circular containing details of the odd-lot offer and the general meeting
will be posted to Johncom shareholders today.
Johannesburg
31 August 2005
Investment bank and Sponsor
Nedbank Capital
Attorneys
Werksmans
Date: 31/08/2005 07:05:10 AM
Produced by the JSE SENS Department
