| Wed 7 May 2008, 13:50 | | HAL - Halogen Holdings Societe Anonyme - Letter ma |
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HAL
HAL
HAL - Halogen Holdings Societe Anonyme - Letter mailed to 2008 warrant holders
on 1 May 2008
Halogen Holdings Societe Anonyme
(Incorporated in Luxembourg RC Luxembourg No. B 39773)
("Halogen" or "the Company")
ISIN: LU0216267913
Share code: HAL
Registered Office
6 rue Adolphe Fischer,
L-1520, Luxembourg
Group Secretaries
30 City Road,
London, EC1Y 2AG
Telephone +44 (0)20 7448 8950
Facsimile +44 (0)20 7638 9426
28 April 2008
Dear Sir and/or Madam,
Notice to holders of 2008 Warrants
This letter is to remind you that the only date on which you may exercise the
subscription rights in respect of the above Warrants is 30 May 2008 ("the Strike
Date") as set out in the Terms and Conditions of the Warrants and printed on the
reverse of your warrant certificate(s). On the Strike Date holders of Warrants
may exercise their right to subscribe for all or part of the number of Shares of
Euro1.25 each in the capital of the Company ("Shares") indicated on their
warrant, at a price of Euro1.25 per Share.
You are reminded that for each 2008 Warrant exercised now you will be issued
with two unlisted warrants which will be exercisable in 2011 at the same
exercise price of Euro1.25 each.
This is the only opportunity to exercise subscription rights under the 2008
Warrants. Any Warrants not exercised by the above date will lapse and the
Directors have the power to offer such Warrants to other Warrant or share
holders of the Company or to third parties. The purpose being to try and ensure
that as many of the Warrants as possible are taken up.
A resolution to change the exercise price of a warrant from 85p to Euro1.25 each
was proposed and approved at a General Meeting of Warrant holders held on Friday
28 March 2008 and the Exercise price is now Euro1.25 each. Full details of this
change were set out in a letter to Warrant holders dated 3 March 2008.
Shares allotted on exercise of subscription rights will not rank for any
dividends or other distributions declared, made or paid on the Shares if the
record date for such dividends or other distributions is prior to the Strike
Date, but subject thereto, will rank pari passu in all respects with the Shares
in issue and outstanding at that date.
Should you wish to exercise all or part of your rights the following procedure
should be followed:
(a) Complete the Notice of Exercise of Subscription Rights attached to the
Warrant certificate in accordance with the instructions printed thereon. If
your Warrant certificate has been lost, defaced or destroyed and you wish to
exercise your rights under the terms of the Warrants you should write to the
Warrant Registrar giving notice of your intention to subscribe with the
appropriate payment. You will then be sent a form of indemnity for completion
to cover the lost, defaced or destroyed certificate. The address of the Warrant
Registrar is given overleaf.
(b) Send the Warrant certificate and the Notice of Exercise of Subscription
Rights duly completed, together with your remittance for the number of shares
you wish to purchase at Euro1.25 per Share to the Warrant Registrar at the
address overleaf. All payments must be made by cheque or bankers draft drawn in
Euros made payable to Capital Registrars a/c Halogen Holdings:
Corporate Actions Department
Capita Registrars
The Registrary, 34 Bechenham Road, Kent, BR3 4TU, United Kingdom
Tel: 0871 664 0300 - calls cost 10p per minute plus network extras.
Telephone: From outside the UK +44 20 8639 3399
to arrive not later than 3.00 p.m. on 30 May 2008
Notice of exercise once given may not be withdrawn without the consent of the
Directors of the Company. Notices will not be acknowledged but certificates for
the Shares allotted will be despatched by ordinary post within 28 days after the
Strike Date. All documents and cheques will be posted at the risk of the
persons entitled thereto. All certificates will be issued on the European branch
of the Company`s share register and pending despatch of certificates, transfers
will be certified against that branch of the Register.
As the exercise of warrants is tantamount to a subscription for new shares, such
exercise would not normally give rise to a charge to taxation. Subsequent
disposal, however, of shares arising from an exercise of warrants may give rise
to a charge to income tax or capital gains tax, depending on the jurisdiction to
which you are subject for tax purposes. In this regard you should take your own
advice from your solicitor, attorney, accountant or other independent financial
adviser.
The middle market price for the Shares on the Luxembourg Stock Exchange on 25
April 2008 (the latest practicable date before despatch of this letter) was
US$1.83 (Euro1.17).
This Notice is a reminder of your right to apply for Shares and is not intended
to convey in any way a recommendation by the directors as to whether or not you
should exercise that right. In this respect, if you require advice, you should
contact your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser.
Application will be made for any Shares allotted pursuant to any exercise of
subscription rights to be listed on the Luxembourg and Johannesburg stock
exchanges and the Company shall use all reasonable endeavours to obtain the
listing thereof not later than 28 days after the Strike Date.
Any enquiries should be made to the Company`s Warrant Registrar whose details
are given below.
By order of the Board,
City Group P.L.C.
Secretaries
Warrant Registrars
Capita Registrars
The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom
Telephone: From within the UK: 0871 664 0300 (Calls cost 10p per minute plus
network extras)
Telephone: From outside the UK +44 20 8639 3399
Date: 07/05/2008 13:50:01 Produced by the JSE SENS Department.
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