| Thu 5 Jun 2008, 14:02 | | SDH - Securedata Holdings Limited - Claw back offer |
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SDH
SDH
SDH - Securedata Holdings Limited - Claw back offer
SECUREDATA HOLDINGS LIMITED
(Formerly ERP.com Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 1998/010017/06)
Share code: SDH ISIN: ZAE000096368
("SecureData" or "the company")
CLAW BACK OFFER
1 INTRODUCTION
Further to the circular dated 27 May 2008, SecureData proposes raising R15 770
001 by way of a renounceable claw back offer to its shareholders recorded in the
register on the record date, being Friday, 27 June 2008 ("record date"). In
terms of the claw back offer, shareholders of the company are offered the right
to subscribe for 9 276 471 rights shares at an issue price of 170 cents per
rights share in the ratio of 5 rights shares for every 100 SecureData shares
held on the record date.
The claw back offer effectively amounts to a fully underwritten rights offer.
The claw back offer proceeds of R15 770 001 are paid to the company by the
subscribers to the claw back offer, whose details are set out in paragraph 3
below, on the basis of a conditional allotment to them of new shares in the
company. The claw back offer then affords SecureData shareholders the
opportunity to "claw back" shares thus allocated through an entitlement to
subscribe for such shares in proportion to their existing shareholdings or to
sell or renounce such rights. Shares not acquired pursuant to the claw back will
be issued to the subscribers to the claw back offer.
2 THE RATIONALE
The purpose of the claw back offer is to raise capital to fund SecureData`s
portion of the subscription in and loan advances to SDH UK Limited ("SDH UK"),
which in turn will acquire 100% of MIS Corporate Defence Solutions Limited ("MIS
CDS") ("the acquisition"). The claw back offer is subject to the acquisition and
a specific issue of shares for cash being approved by SecureData shareholders at
a general meeting to be held on Wednesday, 11 June 2008. Following such
approval, the claw back offer will become unconditional and an announcement
containing finalisation details will be published.
3 THE SUBSCRIBERS
In terms of the subscription agreements relating to the claw back offer, Treacle
Investments (Proprietary) Limited, Save The Great White Trust, Treacle Fund II
Trust, DTK Brazier and Golden Hind Partnership have agreed to subscribe for 9
276 471 new SecureData shares for a consideration of 170 cents per share.
4 IMPORTANT DATES AND TIMES
Set out below are the important dates and times pertaining to the claw back
offer:
2008
Last day to trade in SecureData shares in order Friday, 20 June
to qualify to participate in the claw back
offer (cum entitlement) on
Listing of letters of allocation on the JSE Monday, 23 June
under the JSE code SDHN and ISIN: ZAE000120721
commences at 09:00 on
Letters of allocation commence trading on the Monday, 23 June
JSE at 09:00 on
SecureData shares commence trading ex rights on Monday, 23 June
the JSE at 09:00 on
Record date for the claw back offer at the Friday, 27 June
close of business on
Claw back offer opens at 09:00 on Monday, 30 June
Entitlements are credited to accounts at Monday, 30 June
Computershare Investor Services (Proprietary)
Limited in the case of certificated
shareholders on
Accounts of dematerialised shareholders at Monday, 30 June
their CSDP or broker are updated with the
entitlements on
Circular and form of instruction (where Monday, 30 June
applicable) posted to shareholders on
Last day for trading in letters of allocation Friday, 11 July
on the JSE on
Listing of rights shares on the JSE commences Monday, 14 July
at 09:00 on
Claw back offer closes at 12:00 on (See notes 2 Friday, 18 July
and 3)
Record date for letters of allocation on Friday, 18 July
Entitlements in terms of the claw back offer Monday, 21 July
available on
Rights shares issued and share certificates Monday, 21 July
posted to holders of certificated shares on or
about
CSDP/broker accounts in respect of holders of Monday, 21 July
dematerialised shares debited and updated on
Results of claw back offer and basis of Monday, 21 July
allocation of excess applications released on
SENS on
Results of claw back offer and basis of Tuesday, 22
allocation of excess applications published in July
the press on
Share certificates in respect of excess shares Tuesday, 22
allocated and refund cheques, where applicable, July
posted to holders of certificated shares on or
about
Holders of dematerialised shares will have Tuesday, 22
their accounts updated in respect of excess July
shares allocated and refunds, where applicable,
on or about
Notes:
1 In respect of SecureData shares, share certificates may not be
dematerialised or rematerialised between Monday, 23 June 2008 and
Friday, 27 June 2008, both days inclusive.
2 CSDPs effect payment on a delivery versus payment method in respect of
holders of dematerialised shares.
3 If you are a holder of dematerialised shares you are required to
notify your duly appointed CSDP/broker of your acceptance of the claw
back offer in the manner and time stipulated in the agreement
governing the relationship between yourself and your CSDP/broker.
5 CIRCULAR
A circular containing details of the claw back offer will be posted to
shareholders on or about Monday, 30 June 2008.
5 June 2008
Sponsor
Merchant Sponsors (Proprietary) Limited
Attorneys in respect of the circular
Fluxmans Inc.
Auditors and reporting accountants
KPMG Inc.
Date: 05/06/2008 14:02:01 Produced by the JSE SENS Department.
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