| Wed 23 Sep 2009, 14:04 | | MVG/MVGP - Mvela Group - Notice of Conversion of Preference Shares |
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MVG MVGP
MVG
MVG/MVGP - Mvela Group - Notice of Conversion of Preference Shares
MVELAPHANDA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/004153/06)
Ordinary Share Code: MVG ISIN: ZAE000060737
Preference Share Code: MVGP ISIN: ZAE000073540
("Mvela Group" or "the Company")
CONVERSION, AT THE ELECTION OF PREFERENCE SHAREHOLDERS, OF ALL OR PART OF
THEIR PREFERENCE SHARES INTO ORDINARY SHARES IN MVELA GROUP
1. Introduction
Preference shareholders of Mvela Group ("Preference Shareholders") are
referred to the Mvela Group Offering Circular, dated 4 November 2005, in
terms of which Mvela Group convertible, perpetual, cumulative preference
shares with a par value of R0.001 (0.1 cent) each ("Preference Shares")
were offered for subscription by way of a private placement. The terms
and conditions of the Preference Shares as set out in the Offering
Circular, provide inter alia for the conversion of the Preference Shares,
at the election of the Preference Shareholders, into fully paid up
ordinary shares of R0.001 (0.1 cent) each ("Ordinary Shares") in the
issued ordinary share capital of Mvela Group, with effect from the First
Conversion Date being 4 November 2009 up to the Final Conversion Date
being 4 November 2010 (together, "the Conversion Period").
Should a Preference Shareholder elect (by taking no action in respect of
the circular referred to in paragraph 4 below) not to convert all or any
of his Preference Shares during the Conversion Period, and should the
Company thereafter elect not to redeem all the issued but unconverted
Preference Shares, such remaining Preference Shares shall continue to
exist as Preference Shares in perpetuity.
2. Conversion Process
2.1 Preference Shareholders wishing to convert their Preference Shares into
Ordinary Shares must do so in batches of 1 000 Preference Shares, or must
convert their entire holding, where they hold less than 1 000 Preference
Shares.
2.2 Preference Shareholders may select the Conversion Date on which all or
part of their Preference Shares are converted into Ordinary Shares,
providing that such Conversion Date is a Friday, being a business day not
less than 7 business days, nor more than 60 calendar days, from the date
of receipt of a Conversion Notice by the Company.
2.3 Certificated Preference Shareholders electing to convert their Preference
Shares at any time during the Conversion Period, must give the Company
the requisite written Conversion Notice and return it, together with the
relevant Preference Share certificates to the transfer secretaries,
Computershare Investor Services (Proprietary) Limited, 70 Marshall
Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107). The
Company shall issue and post (by registered post) to the certificated
Preference Shareholder, a new Ordinary Share certificate in respect of
the converted Preference Shares (and, where appropriate, a new Preference
Share certificate for the balance of the Preference Shares not converted
to Ordinary Shares).
2.4 Dematerialised Preference Shareholders electing to convert their
Preference Shares at any time during the Conversion Period, must give the
Company the requisite Conversion Notice, by advising their brokers
accordingly. The broker will then furnish the requisite instruction to
the dematerialised Preference Shareholder`s CSDP, who will then undertake
the necessary arrangements with the transfer secretaries on the
dematerialised Preference Shareholder`s behalf. The dematerialised
Preference Shareholder`s account will be credited / updated accordingly.
3. Conversion Rights and Entitlement
The number of Ordinary Shares received by Preference Shareholders upon
conversion of their Preference Shares will be determined in accordance
with the formula set out in the Offering Circular and in the circular
referred to in paragraph 4 below.
The conversion price of the Preference Shares is currently R9,30. This
means that each Preference Share can be converted (at no cost) at the
instance of the holder to 1,08 Ordinary Shares from 4 November 2009 until
4 November 2010 after which these shares become redeemable at the
instance of Mvela Group or remain perpetual preference shares at a
dividend rate of 80% of the ruling prime overdraft rate. The preference
shares will continue to earn dividends at a rate of 5,5% per annum until
4 November 2010.
4. JSE Listing and Documentation
Application will be made to the JSE, on an ongoing basis during the
Conversion Period, for the listing of any Ordinary Shares to be issued
pursuant to the conversion of any Preference Shares.
A circular containing a Conversion Notice and Form of Surrender (in the
case of certificated Preference Shareholders) will be posted to
Preference Shareholders in due course.
For and on behalf of the Board of Directors
Ernst Roth
23 September 2009
Sandton
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Date: 23/09/2009 14:04:01 Produced by the JSE SENS Department.
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