| Mon 25 Aug 2008, 17:44 | | SPG - Super Group - Results of the general meeting of shareholders and |
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SPG
SPG
SPG - Super Group - Results of the general meeting of shareholders and
conversion of "A" ordinary shares
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
(ISIN number: ZAE000011334)
Share code: SPG
("Super Group" "the Group" or "the Company")
RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS AND CONVERSION OF "A" ORDINARY
SHARES
1. Rights Offer
In an announcement released on SENS on 23 July 2008 and in the press on 25
July 2008, shareholders were advised of the terms of a proposed rights
offer ("the Rights Offer"). In terms of the Rights Offer, new Super Group
ordinary shares ("Rights Offer Shares") will be offered to ordinary
shareholders in the ratio of 50 Rights Offer Shares for every 100 ordinary
shares held at the close of trade on Friday, 12 September 2008, at an issue
price of 400 cents per Rights Offer Share. The salient dates and times for
the Rights Offer will be revised and a further announcement will be made in
due course. Further details will be provided in a circular to be posted to
ordinary shareholders on a date to be advised.
1.1 Results of the general meeting
Shareholders are advised that the ordinary resolution, relating to the
placing of sufficient authorised but unissued shares in the capital of
Super Group under the control of the directors for the specific purpose of
issuing such shares in terms of the Rights Offer, proposed in the notice of
the general meeting incorporated in the Notice of General Meeting of
Shareholders, dated 8 August 2008, was passed by 97.5% of shareholders
present or represented at the general meeting held today. Shareholders
representing 85.32 % of the issued ordinary shares in the company were
represented in person or by proxy at the meeting.
The vote in favour of the rights offer includes the effective 66%
shareholding of major ordinary shareholders who had irrevocably undertaken
to follow their rights. These commitments assure Super Group of a minimum
subscription for shares in terms of the Rights Offer of R487 million. The
capital raised will be used to reduce debt, to improve the group`s
financial flexibility and to reduce gearing in the current high interest
rate environment.
1.2 Conditions precedent
The Rights Offer is subject to the fulfilment of the following conditions:
- approval of the Rights Offer circular by the JSE Limited ("JSE");
- listings for the letters of allocation being granted by the JSE;
and
- registration of the Rights Offer circular, form of instruction
and letter of allocation by the Companies and Intellectual
Property Registration Office of South Africa.
2. Conversion of "A" ordinary shares to ordinary shares
Shareholders are further advised that on 15 August 2008, in accordance with
the rights attaching to the A ordinary shares in issue on that date, 68 130
900 A ordinary shares held by PEU Group (Proprietary) Limited ("Peu") were
converted into 13 273 523 ordinary shares of R0,10 each and 54 857 377
redeemable preference shares of R0,10 each. The redeemable preference
shares were compulsorily and automatically redeemed upon their conversion
for an aggregate consideration of R1 on 15 August 2008.
The aforesaid conversion and redemption of shares was effected in
accordance with the provisions of the BEE transaction entered into between
Super Group and Peu and which was approved by Super Group shareholders on 4
August 2004. The transaction represents an indirect and non-beneficial
interest in securities by Peter Malungani and Busi Tshili being directors
and shareholders of both Super Group and Peu.
Sandton
25 August 2008
Merchant bank and transaction sponsor: Rand Merchant Bank, a division of
FirstRand Bank Limited
Corporate law advisors: Fluxmans Attorneys
Sponsor: Deutsche Securities (SA) (Proprietary) Limited
Reporting accountants and auditors: KPMG Incorporated
Date: 25/08/2008 17:44:01 Produced by the JSE SENS Department.
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