| Wed 14 May 2008, 8:00 | | JNC - Johnnic Holdings - Odd lot offer announcemen |
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JNC
JNC
JNC - Johnnic Holdings - Odd lot offer announcement 14 May 2008
JOHNNIC HOLDINGS LIMITED
(Registration number 1889/000429/06)
Share code: JNC ISIN: ZAE000024352
("Johnnic" or "the company")
ODD LOT OFFER ANNOUNCEMENT
1. Introduction
Approximately 16 440 (77.6%) out of 21 184 Johnnic shareholders, hold less than
100 Johnnic shares each. Johnnic shareholders holding less than 100 Johnnic
shares have a combined holding of 502 615 Johnnic shares (0.3% of the Johnnic
shares in issue).
Shareholders of Johnnic are informed that a circular containing full details of
an odd lot offer made by Johnnic to its shareholders ("the circular") was posted
to shareholders today, 14 May 2008. The odd lot offer only applies to those
Johnnic shareholders who hold less than 100 Johnnic ordinary shares each ("odd
lot holders"). Odd lot holders are urged to read this circular carefully.
In the circular Johnnic advises its shareholders that it wishes to reduce the
substantial and ongoing costs of administration connected with a large number of
odd lot holders and to provide them with an inexpensive method of realising
their investment in Johnnic. The necessary resolutions for the implementation of
an odd lot offer have been included in the notice of general meeting which forms
part of the circular. The general meeting to approve these resolutions will be
held at 14:00 on Thursday, 12 June 2008, details of which are included in the
circular.
2. Mechanism of the odd lot offer
Johnnic shareholders who hold less than 100 Johnnic shares recorded as such at
the close of business on Friday, 27 June 2008 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, up to 12:00 on Friday, 27 June 2008,
elect either to:
* sell their odd lot holdings to Johnnic at R12.14 per share, being the
volume weighted average traded price of the Johnnic shares on the JSE over
the 5 (five) trading days commencing on Wednesday, 7 May 2008 and ending on
Tuesday, 13 May 2008, plus a 5% premium ("cash alternative"); or
* retain their odd lot holdings ("retention alternative").
Those odd lot holders who do not validly and timeously elect either the cash
alternative or the retention alternative, before 12:00 on Friday, 27 June 2008,
will be deemed to have elected the cash alternative and agreed to sell their odd
lot holdings in terms of the odd lot offer. Their documents of title will have
no value after Friday, 27 June 2008 other than to receive the proceeds of the
sale of such shares at the offer price upon surrender of such documents of
title.
The shares of those odd lot holders who do not make an election or who elect the
cash alternative will be bought back by Johnnic, cancelled and restored to
authorised but unissued share capital of Johnnic in terms of section 85 (8) of
the Companies Act, Act 61 of 1973, as amended.
It is a term of the odd lot offer that Johnnic 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 Johnnic 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 Johnnic arising out of or in connection with
such refusal.
3. Offer price
The odd lot offer price of R12.14 per share is the volume weighted average
traded price of the Johnnic shares on the JSE Limited ("JSE") over the five
trading days commencing on Wednesday, 7 May 2008 and ending on Tuesday, 13 May
2008 plus a 5% premium ("offer price").
4. Effect on Johnnic`s share capital and financial effects
The odd lot offer will have no material effect on Johnnic`s issued ordinary
share capital, its earnings, headline earnings, adjusted headline earnings or
net asset value.
5. Salient dates and times
The salient dates and times in respect of the odd lot offer are as follows:
2008
Odd lot offer and price announcement Wednesday, 14 May
released on SENS
Odd lot offer and price announcement Thursday, 15 May
published in the press
Last day to lodge proxy forms for the Tuesday, 10 June
Johnnic general meeting before 14:00
Johnnic general meeting to authorise the Thursday, 12 June
odd lot offer at 14:00
Results of Johnnic general meeting and Thursday, 12 June
finalisation announcement released on
SENS
Election period for the odd lot offer Friday, 13 June
opens at 09:00 on
Results of Johnnic general meeting and Friday, 13 June
finalisation announcement in the press
Last day to trade in order to be eligible Friday, 20 June
to participate in the odd lot offer on
Shares trade "ex" the odd lot offer from Monday, 23 June
Record date to determine those Friday, 27 June
shareholders entitled to participate in
the odd lot offer (close of business)
Election period for the odd lot offer Friday, 27 June
closes and forms of election and
surrender (together with relevant
documents of title) to be received by
Transfer Secretaries by 12:00 on
Dematerialised shareholders are required
to notify their duly appointed CSDP or
broker of their election in terms of the
odd lot offer in the manner and time
stipulated in the agreement governing the
relationship between the shareholder and
CSDP or broker.
Cheques or electronic transfers (as the Monday, 30 June
case may be) in respect of certificated
shareholders posted or effected against
surrender of documents of title, on or
about
Dematerialised shareholders will have Monday, 30 June
their accounts held at their CSDP or
broker updated with their new
shareholding and credited with the cash
amount, as the case may be, in respect of
the odd lot offer, on
Results of the odd lot offer released on Monday, 30 June
SENS on
Results of the odd lot offer published in Tuesday, 1 July
the press on
6. Documentation relating to the odd lot offer
The circular containing full details of the odd lot offer and a form of election
and surrender was posted to odd lot holders today, Wednesday, 14 May 2008.
Sandton
14 May 2008
Investment Bank and Sponsor
Investec Bank Limited
Corporate Law Adviser
Webber Wentzel incorporating Mallinicks
Date: 14/05/2008 08:00:16 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
