| Tue 11 Aug 2009, 14:19 | | HAL - Halogen - Shareholder Update On Notice Of EGM |
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HAL
HAL
HAL - Halogen - Shareholder Update On Notice Of EGM
Halogen Holdings Societe Anonyme
(Incorporated in Luxembourg. RC Number B39773)
Share code: HAL - ISIN LU0216267913
Registered Office:
58 rue Charles Martel,
L-2134, Luxembourg
R.C.S. Luxembourg No. B39773
("Halogen")
SHAREHOLDER UPDATE ON NOTICE OF EGM
Further to the notice of Extraordinary General Meeting released earlier today
on SENS, Halogen shareholders are referred to the text of a letter included
below, which letter will be included in the circular that has been mailed to
Halogen shareholders from the United Kingdom today, 11 August 2009.
"Halogen Holdings Societe Anonyme
Incorporated in Luxembourg - RC Luxembourg No. B39773
Registered Office
58 rue Charles Martel,
L-2134, Luxembourg
Group Secretaries
30 City Road
London, EC1Y 2AG
Telephone 020 7448 8950
Facsimile 020 7638 9426
E-mail Halogen@city-group.com
This document is important and requires your immediate attention. If you are
in any doubt as to the action you should take, it is recommended that you
seek your own personal advice immediately from your stockbroker, banker,
attorney, accountant or other professional advisor.
11 August 2009
Dear Sir,
Halogen Holdings Societe Anonyme
1. Introduction
We write to you as a shareholder ("Registered Shareholder") registered
on the South African branch register of members of Halogen Holdings
Societe Anonyme ("Halogen") (the "SA Register") (whether holding your
Halogen shares in certificated form or in dematerialised form with own-
name registration) or as a beneficial holder of shares in Halogen
("Nominee Shareholder") by virtue of having a nominee account with a
Central Securities Depository participant ("CSDP") or stockbroker (as
the case may be) in terms of which that CSDP or stockbroker (as the case
may be) is a Registered Shareholder on your behalf.
In this regard, if you are a Registered Shareholder or a Nominee
Shareholder who has, in terms of the custody agreement between you and
your CSDP or stockbroker (as the case may be), arranged to receive
corporate documentation from Halogen, please find enclosed a circular
published by Halogen on today`s date (the "Circular") in connection with
the liquidation and delisting of Halogen from both the JSE Limited
("JSE") and the Luxembourg Stock Exchange ("LuxSE") ("the delisting").
2. Rationale for the delisting from the JSE Limited and JSE approval of the
delisting
In terms of the Listing Requirements of the JSE, Halogen does not meet
the minimum requirements for companies listed on the Main Board of the
JSE, namely:
- The company has not met the minimum profit requirements for the
last preceding three years;
- The issued share capital is below the minimum number prescribed for
issued share capital;
- Less than 20% of the company`s issued shares are held by public
shareholders; and
- The number of public shareholders is less than the 300 required.
In terms of the Securities Services Act, paragraph 13(5) the JSE have given
their approval for Halogen to proceed with the delisting of Halogen from the
JSE.
3. Important Dates
Date of EGM at 58 rue Charles Martel, L-2134 Wednesday, 2 September 2009
Luxembourg
Suspension of shares on LuxSE and JSE (See note Wednesday, 2 September 2009
below)
South African record date Thursday,10 September 2009
Termination of shares on the JSE at commencement Friday, 11 September 2009
of business
The company will be suspended as soon as notice is received by the JSE from
Luxembourg that the resolution to put the company into liquidation has been
approved by shareholders.
4. Shareholder Communication
The JSE will advise CSDP`s and brokers in due course as to how the
settlement process will be dealt with.
5. Tax implications
Shareholders are advised that they should seek independent advice
regarding the tax implications of the delisting.
6. Exchange Control Issues
Shareholders resident in any other country where there may be exchange
control issues, are recommended to seek advice appropriate to their
individual circumstances from a local adviser. In particular, South African
resident shareholders who hold their shares on the South African share
register would require the prior approval of the Exchange Control Department
of the South African Reserve Bank (SARB) to hold shares in Halogen PLC.
Following discussions, the SARB has confirmed that South African resident
shareholders will not be allowed to receive shares in Halogen PLC on
liquidation of Halogen SA. Halogen PLC will therefore arrange for the
Halogen PLC shares due to South African resident shareholders to be sold on
their behalf. Given the very low volume of Halogen SA shares traded in
recent years, it is possible that there may be no buyers for Halogen PLC
shares, or that any purchase will be at a very low price. Any non-South
African resident shareholders wishing to purchase these Halogen PLC shares,
should contact the Company Secretary by 1st September 2009 so that they can
receive details of the sale process. On completion of the sale process,
expected to be before 31st October 2009, South African resident shareholders
will be sent a cheque for their share of the difference between the sale
proceeds and the costs relating to the negotiations regarding disposition of
these shares and the sale process, subject to a minimum amount of GBP5, save
that amounts less than GBP5 will be retained for the benefit of Halogen PLC.
Yours faithfully
E.J. Beale
Director
City Group P.L.C.
Group Secretaries"
Johannesburg
11 August 2009
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 11/08/2009 14:19:01 Produced by the JSE SENS Department.
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