| Mon 4 May 2009, 9:48 | | NCL - New Clicks Holdings Limited - Circular Posted To Shareholders |
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NCL
NCL
NCL - New Clicks Holdings Limited - Circular Posted To Shareholders
New Clicks Holdings Limited
(Registration number 1996/000645/06)
Share code: NCL & ISIN: ZAE000014585
("New Clicks" or "the company")
CIRCULAR POSTED TO SHAREHOLDERS
Shareholders are advised that a circular has been posted on Monday, 4 May 2009
to shareholders containing details relating to, inter alia, a proposed change of
name, an odd lot offer and an issue of shares for cash, to be approved at the
general meeting to be held on Friday, 29 May 2009. Salient features are detailed
below.
CHANGE OF NAME
In November 1995 the name of the group`s holding company was changed from Clicks
Group Limited to New Clicks Holdings Limited when the business was restructured,
ahead of the listing on the JSE Limited ("JSE") in March 1996. The use of the
term "New" in the name reflected the change in the group structure and
distinguished the old business from the new one. However, more than 13 years
later the use of the term "New" is no longer relevant.
A special resolution will be proposed to change the name from "New Clicks
Holdings Limited" to "Clicks Group Limited". For a period of not less than one
year, Clicks Group Limited will reflect the former name "New Clicks Holdings
Limited" on all documents of title in brackets beneath the new name "Clicks
Group Limited".
The proposed name has been approved and reserved by the Registrar. In terms of
the JSE Listings Requirements, approval has been granted by the JSE for the
change of name and for the abbreviated name "Clicks" to be used with the share
code "CLS" and the ISIN ZAE000134854.
ODD LOT OFFER
1. Introduction
Approximately 376 (11%) out of 3 331 New Clicks shareholders hold less than
100 New Clicks shares each ("odd lot holders"). Odd lot holders have a
combined holding of 7 750 New Clicks shares (0.003% of the New Clicks
shares in issue).
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.
2. Mechanism of the odd lot offer
New Clicks shareholders who hold less than 100 New Clicks shares recorded
as such on Friday, 26 June 2009 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, 26 June
2009, elect either to:
- sell their odd lot holdings to New Clicks at a price, being the volume
weighted average traded price of the New Clicks shares on the JSE over
the 5 (five) trading days commencing on Monday, 18 May 2009 and ending
on Friday, 22 May 2009, plus a 5% premium ("cash alternative"); or
- retain their odd lot holdings ("retention alternative").
Those odd lot holders who do not validly elect either the cash alternative
or the retention alternative before 12:00 on Friday, 26 June 2009, 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, 26 June 2009 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 New Clicks, cancelled and
restored to authorised but unissued share capital of New Clicks 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 New Clicks shall be entitled to
refuse to implement the purchase of shares pursuant to the odd lot offer in
respect of any odd lot holder whom New Clicks 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 New Clicks arising out
of or in connection with such refusal.
3. Offer price
The odd lot offer price per share is the volume weighted average traded
price of the New Clicks shares on the JSE over the 5 (five) trading days
commencing on Monday, 18 May 2009 and ending on Friday, 22 May 2009 plus a
5% premium.
4. Effect on New Clicks` share capital and financial effects
The odd lot offer will have no material effect on New Clicks` earnings,
headline earnings, net asset value or tangible net asset value.
5. Documentation relating to the odd lot offer
The articles of association of New Clicks are being amended, inter alia, to
enable New Clicks to implement the odd lot offer.
ISSUE OF SHARES FOR CASH
New Clicks will issue 700 000 ordinary shares to New Clicks South Africa (Pty)
Limited ("New Clicks SA") a wholly owned subsidiary of New Clicks, in one or
more tranches prior to the next annual general meeting of the company, for a
subscription consideration of 1 cent and a premium thereon of R356.99 each.
Capital raised from the issuance of such shares will be used to make
distributions to New Clicks shareholders. This distribution will be consistent
with distributions made in the past to New Clicks shareholders. The shares held
by New Clicks SA will be accounted for as treasury shares.
The issue of shares for cash will have no material effect on New Clicks`
earnings, headline earnings, net asset value or tangible net asset value.
SALIENT DATES AND TIMES
The salient dates and times in respect of the name change and odd lot offer are
as follows:
2009
Circular posted to shareholders Monday, 4 May
Odd lot offer price announcement on SENS Monday, 25 May
Odd lot offer price published in the press Tuesday, 26 May
Last day to lodge proxy forms (by no later Thursday, 28 May
than 9:00) for the New Clicks general
meeting
New Clicks general meeting at 9:00 Friday, 29 May
Results of New Clicks general meeting Friday, 29 May
announcement on SENS
Results of New Clicks general meeting Monday, 1 June
announcement published in the press
Finalisation announcement released on SENS Thursday, 11 June
by no later than
Election period for the odd lot offer opens Friday, 12 June
at 09:00 by no later than
Finalisation announcement published in the Friday, 12 June
press by no later than
Last day to trade: Friday, 19 June
securities under old name
in order to be eligible to participate in
the odd lot offer
Trading under the new name of Clicks Group Monday, 22 June
Limited on JSE commences under the JSE share
code "CLS"
Shares trade "ex" the odd lot offer from Monday, 22 June
Record date in respect of the old name Friday, 26 June
Record date to determine those shareholders Friday, 26 June
entitled to participate in the odd lot offer
Election period for the odd lot offer closes Friday, 26 June
and forms of election and surrender together
with relevant documents of title to be
received by transfer secretaries by 12:00
Cheques or electronic transfers in respect Monday, 29 June
of certificated shareholders posted or
effected, as the case may be against
surrender of documents of title
New share certificates, reflecting the Monday, 29 June
change of name, posted, by registered post
in South Africa, to certificated
shareholders who have surrendered their
documents of title on or before 12:00 on the
record date
Dematerialised shareholders will have their Monday, 29 June
accounts held at their CSDP or broker
updated with the new name, their new
shareholding and credited with the cash
amount, as the case may be, in respect of
the odd lot offer
Results of the odd lot offer released on Monday 29 June
SENS
Results of the odd lot offer published in Tuesday, 30 June
the press
Notes:
1. These dates and times are subject to change. Any material changes will be
published on SENS and in the press.
2. Share certificates may not be dematerialised or rematerialised between
Monday, 22 June 2009 and Friday, 26 June 2009, both days inclusive.
3. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their choice in the manner and time stipulated in the
agreement governing their relationship with their CSDP or broker.
4. In the case of certificated odd lot holders who complete the form of
election and surrender and elect to sell their shares, payment will be made
either by:
- electronic funds transfer into such odd lot holders` bank accounts on
or about Monday, 29 June 2009 or within 5 (five) business days after
the surrender of their documents of title, whichever is the later, if
such odd lot holders` banking details have been provided in the form
of election and surrender, or if New Clicks` transfer secretaries have
such banking details; or
- cheque which will be posted at the risk of such odd lot holders on or
about Monday, 29 June 2009 or within 5 (five) business days after the
surrender of their documents of title, whichever is the later, if such
odd lot holders` banking details have not been provided in the form of
election and surrender.
5. Those certificated odd-lot holders who do not make an election by
completing the form of election and surrender and returning it to
Computershare Investor Services (Pty) Limited ("Computershare") , to be
received by no later than 12h00 on Friday, 26 June 2009, will automatically
be regarded as having chosen and accepted the cash alternative, and the
proceeds of the sale of such shares will be paid within 5 (five) business
days of receipt of the documents of title by Computershare.
6. The circular is only available in English. Copies may be obtained from the
group secretary of New Clicks and the transfer secretaries.
Cape Town
4 May 2009
Investment Bank and Sponsor
Investec Bank Limited
Legal Adviser
Edward Nathan Sonnenbergs Incorporated
Date: 04/05/2009 09:48:04 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.
