| Fri 12 Dec 2008, 16:54 | | MTZ - Matodzi - Posting Of Circular To Matodzi Shareholders In Respect Of The |
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MTZ
MTZ
MTZ - Matodzi - Posting Of Circular To Matodzi Shareholders In Respect Of The
Mandatory Offer By Trinity Holdings (Proprietary) Limited ("Trinity"),
Withdrawal Of Cautionary Announcement And New Cautionary Announcement
MATODZI RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration number 1933/004523/06)
Share code: MTZ & ISIN: ZAE000042412
("Matodzi" or "the company" or "the group")
POSTING OF CIRCULAR TO MATODZI SHAREHOLDERS IN RESPECT OF THE MANDATORY OFFER BY
TRINITY HOLDINGS (PROPRIETARY) LIMITED ("TRINITY"), WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT AND NEW CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the announcement released on SENS on 30 July 2008, Matodzi
shareholders are advised that a circular will be posted to Matodzi shareholders
on or about Monday, 22 December 2008 ("circular"), regarding an unconditional
mandatory offer by Trinity to Matodzi shareholders to acquire the entire issued
ordinary share capital of Matodzi that it does not already own for an offer
consideration of one Randgold and Exploration Company Limited ("R&E") share in
exchange for 126.00003 Matodzi shares ("the offer"), and will include the views
of the board of Matodzi in respect thereof.
The circular will also incorporate:
- the amendment of the articles of association of the company by reducing the
prescribed minimum number of directors;
- the proposed change of name of the company from `Matodzi Resources Limited`
to `White Water Resources Limited`;
- approval of specific issues of shares for cash in respect of a future
discharge of conditional entitlements in terms of an employment agreement
entered into with a director, the terms of the conditional entitlements of
which will be detailed in paragraph 5.4 of the circular;
- placing unissued authorised shares under the control of the directors;
- general authority to allot and issue shares for cash;
- general authority to repurchase shares in terms of sections 85 and 89 of
the Companies Act, 1973 (Act 61 of 1973), as amended ("Act"); and
- authority to directors to implement all special and ordinary resolutions,
hereinafter collectively referred to as "the proposals".
The circular has been approved by the Securities Regulation Panel ("SRP") and
JSE Limited ("JSE"). The circular will contain full details of the offer and the
proposals and will incorporate a notice to convene a general meeting of Matodzi
shareholders in order to consider and, if deemed fit to pass, with or without
modification, the resolutions necessary to approve and implement the proposals.
2. SALIENT DATES AND TIMES RELATING TO THE GENERAL MEETING AND PROPOSED CHANGE
OF NAME
2008
Circular posted to Matodzi shareholders on Monday, 22 December
2009
Last day to lodge forms of proxy in respect
of the general meeting by 10:00 on Thursday, 15 January
General meeting of Matodzi shareholders to Monday, 19 January
be held at 10:00 on
Results of general meeting released on SENS Monday, 19 January
Results of general meeting published in the Tuesday, 20 January
press on
Announce declaration data on SENS on Friday, 6 February
Publish declaration data in the press on Monday, 9 February
Announce finalisation data on SENS on Friday, 13 February
Publish finalisation data in the press on Monday, 16 February
Last day to trade - name change Friday, 20 February
No share certificates in the name of the
company, Matodzi Resources Limited, may be Friday, 20 February
dematerialised or rematerialised after
Shares will trade in the new share name with
ISIN: ZAE000130712 and the JSE share code Monday, 23 February
WWR, on the JSE from
Record date - name change Friday, 27 February
Dematerialised shareholders will have their
accounts at their CSDPs or brokers updated Monday, 2 March
on
Certificated shareholders will have new
share certificates in the name of `White
Water Resources Limited` sent by registered
post, provided their old share certificates Monday, 2 March
have been surrendered by 12:00 on Friday,
27 February 2009, on or about
(otherwise within five business days after
the receipt of such old share certificates)
Notes:
1. The above dates and times are South African dates and times and are subject
to amendment. Any such amendment will be released on SENS and published in
the press.
2. No orders to dematerialise or rematerialise existing securities will be
processed from the business day following the last day to trade - name
change. Orders in the new name of the company will again be processed from
the first business day after the record date - name change.
3. The certificated register will be closed between the last day to trade and
the record date - name change.
4. The salient dates and times relating to the offer are set out in paragraph
3 below.
3. SALIENT DATES AND TIMES RELATING TO THE OFFER
2008
Circular posted to Matodzi shareholders on Monday, 22 December
Opening date of the offer at 09:00 on Monday, 22 December
2009
Last day to trade - offer Friday, 9 January
Matodzi shares trade ex the right to Monday, 12 January
participate in the offer
Record date - offer Friday, 16 January
Closing date of the offer at 12:00 on (see note Friday, 16 January
3 below)
Results of the offer released on SENS Monday, 19 January
Certificated shareholders who have accepted the
offer will have the offer consideration sent by
registered post, provided their Matodzi share Monday, 19 January
certificates have been surrendered by 12:00 on
Friday, 16 January 2009, on or about
(otherwise within five business days after the
receipt of Matodzi share certificates)
Dematerialised shareholders who have accepted
the offer will have their accounts at their Monday, 19 January
CSDPs or brokers updated on
Results of the offer published in the press Tuesday, 20 January
Notes:
1. The above dates and times are South African dates and times and are subject
to amendment. Any such amendment will be released on SENS and published in
the press.
2. The offeror reserves, in its sole and absolute discretion, the right to
extend the offer period, in which event all amended dates and times
relating to the offer will be released on SENS and published in the press
as per note 1 above.
3. Dematerialised shareholders wishing to accept the offer are required to
notify their CSDPs or brokers, as the case may be, of their intention to
accept the offer in the manner and time stipulated in the custody
agreements entered into between such dematerialised shareholders and their
CSDPs or brokers.
4. Certificated shareholders wishing to accept the offer are required to
complete the form of acceptance, transfer and surrender attached to the
circular in accordance with the instructions contained therein to be
received by the transfer secretaries by no later than 12:00 on the closing
date of the offer, Friday, 16 January 2009.
5. The offer consideration due to:
5.1 dematerialised shareholders will be credited to their accounts with
their CSDPs or brokers at their risk, and dealt with in terms of the
custody agreements entered into between such dematerialised
shareholders and their CSDPs or brokers, in respect of acceptances
received by the transfer secretaries before 12:00 on Friday, 16
January 2009, which consideration will be exchanged on Monday,
19 January 2009; or
5.2 certificated shareholders will be transferred or posted (as the case
may be), by registered mail, at the risk of the certificated
shareholders concerned, upon receipt by the transfer secretaries of
the form of acceptance, surrender and transfer, together with the
relevant documents of title (in negotiable form), in respect of all
acceptances received by the transfer secretaries before 12:00 on
Friday, 16 January 2009, which consideration will be transferred or
posted on Monday, 19 January 2009.
6. Acceptance of the offer will be irrevocable.
7. No orders to dematerialise or rematerialise existing securities will be
processed from the business day following the last day to trade - offer.
Orders will again be processed from the first business day after the record
date - offer.
8. The certificated register will be closed between the last day to trade -
offer, and the record date - offer.
4. REMAINING CONDITIONS PRECEDENT
The offer is unconditional. The proposals are subject to shareholder approval in
general meeting and registration of special resolutions.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 23 October 2008
and are advised that, as the circular containing a fair and reasonable opinion
by an independent external adviser will be posted to shareholders on or about 22
December 2008, caution will no longer be required to be exercised by
shareholders when dealing in Matodzi shares. The cautionary announcement is
accordingly withdrawn.
6. NEW CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company has entered into negotiations, which
if successfully concluded, may have a material effect on the price of the
company`s securities. Accordingly, shareholders are advised to exercise caution
when dealing in the company`s securities until a full announcement is made.
Johannesburg
12 December 2008
Sponsor
Merchantec (Proprietary) Limited
Legal adviser
Russel Turner Attorneys
Independent External Adviser
RAiN
Date: 12/12/2008 16:54:19 Produced by the JSE SENS Department.
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