| Fri 25 Sep 2009, 13:47 | | SKW - Skinwell - Finalisation Information Relating To The Claw-Back Rights |
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SKW
SKW
SKW - Skinwell - Finalisation Information Relating To The Claw-Back Rights
Offer
SKINWELL HOLDINGS LIMITED
(formerly Placecol Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2003/02574/06)
JSE code: SKW
ISIN: ZAE000135893
JSE code for LA`s: SKWN
ISIN for LA`s: ZAE000139499
("Skinwell" or "the company")
FINALISATION INFORMATION RELATING TO THE CLAW-BACK RIGHTS OFFER
1. Introduction
Shareholders are referred to previous announcements and are advised that
the relevant claw-back offer documentation has now been registered by
CIPRO and accordingly, Skinwell will proceed with a claw-back rights
offer to Skinwell shareholders of 137 767 451 new ordinary shares of
R0.0001 each in the ordinary share capital of Skinwell at a subscription
price of R0.05 per new ordinary share in the ratio of 140 new ordinary
shares for every 100 ordinary shares in Skinwell held at the close of
trade on Friday, 9 October 2009 ("the claw-back offer"). The claw-back
offer is now considered unconditional and will be implemented in
accordance with the timetable set out below.
2. Salient dates and times
The salient dates and times for the claw-back rights offer are as
follows:
2009
Last day to trade in Skinwell shares in Friday, 2 October
order to qualify to participate in the claw-
back offer (cum entitlement)
Listing of Letters of Allocation on the JSE Monday, 5 October
at commencement of trading
Skinwell shares commence trading ex-rights Monday, 5 October
on the JSE at commencement of trading
Record date for participation in the claw- Friday, 9 October
back offer at the close of trade
Claw-back offer circular and form of Monday, 12 October
instruction posted to shareholders, where
applicable
Claw-back offer opens at commencement of Monday, 12 October
trading
Dematerialised shareholders` accounts at Monday, 12 October
their CSDP or broker automatically credited
with their entitlement
Certificated shareholders` entitlements will Monday, 12 October
be credited to an account held with the
transfer secretaries
Last day to trade in Letters of Allocation Friday, 23 October
on the JSE
Listing of claw-back offer shares at Monday, 26 October
commencement of trading
Claw-back offer closes - payments to be made Friday, 30 October
and form of instruction in respect of
Letters of Allocation lodged by certificated
shareholders by 12:00
Record date for Letters of Allocation Friday, 30 October
Dematerialised shareholders` accounts Monday, 2 November
updated with entitlements and debited by
their CSDP or broker and certificates posted
to certificated shareholders
Results of claw-back offer announcement Monday, 2 November
published on SENS
Certificated shareholders will have refund Tuesday, 3 November
cheques (if applicable) posted to them on or
about
Notes:
1. Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their acceptance, renunciation or
otherwise of the claw-back rights offer in the manner and time
stipulated in the agreement governing the relationship between such
shareholders and their CSDP or broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised
between Monday, 5 October 2009 and Friday, 9 October 2009, both days
inclusive.
4. The CSDP or broker accounts of dematerialised shareholders will be
automatically credited with new Skinwell shares to the extent to
which they have accepted the claw-back offer. Skinwell share
certificates will be posted, by registered post at the shareholders`
risk, to certificated shareholders in respect of the claw-back offer
shares which have been accepted.
5. CSDPs or brokers effect payment in respect of dematerialised
shareholders on a delivery versus payment method.
3. Excess applications
Shareholders will have the right to apply for any excess claw-back rights
offer shares not taken up by other shareholders and any such excess
shares will be attributed equitably based on the number of shares held by
the shareholder concerned and the number of excess shares applied for,
taking cognisance of the number of shares and rights held by the
shareholder just prior to such allocation, including those taken up as a
result of the claw-back rights offer and the number of excess rights
applied for by such shareholder.
4. Foreign shareholders may be affected by the rights offer, having regard
to prevailing laws in their relevant jurisdictions. Such foreign
shareholders should inform themselves about and observe any applicable
legal requirements of such jurisdiction in relation to the rights offer.
5. Documentation
A circular, giving full details of the claw-back rights offer, will be
posted to shareholders on Monday, 12 October 2009.
In addition, the circular will be available in electronic form on the
company`s website (www.placecol.com).
Midrand
25 September 2009
Lead Designated Adviser
Grindrod Bank Limited
Corporate Adviser and Designated Adviser
Vunani Corporate Finance
Legal Adviser
Fluxmans Incorporated
Date: 25/09/2009 13:47:02 Produced by the JSE SENS Department.
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