| Mon 23 Nov 2009, 17:52 | | SNU - Sentula Mining - Change of Date of Annual General Meeting and Proposed |
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SNU
SNU
SNU - Sentula Mining - Change of Date of Annual General Meeting and Proposed
Amendments to Ordinary Resolutions Number 1 and Number 2 Set out in the
Notice of Annual General Meeting
Sentula Mining Limited
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: SNU & ISIN: ZAE000107223
("Sentula" or "the Company")
CHANGE OF DATE OF ANNUAL GENERAL MEETING AND PROPOSED AMENDMENTS TO ORDINARY
RESOLUTIONS NUMBER 1 AND NUMBER 2 SET OUT IN THE NOTICE OF ANNUAL GENERAL
MEETING
1. Change of date of Sentula`s annual general meeting
Shareholders are advised that in order to allow for the completion of the
rights offer, full details of which are set out in the circular to Sentula
shareholders issued on 23 November 2009, the annual general meeting of
shareholders of Sentula, which was due to be held at 10:00 on Friday, 4
December 2009, will instead be held at 11:30 on Friday, 18 December 2009,
in the Acacia Room at the Sandton Sun, corner Fifth and Alice Streets,
Sandton, 2196.
2. Proposed amendments to ordinary resolutions number 1 and number 2
Shareholders are further advised that ordinary resolutions number 1 and
number 2, as set out in the notice of annual general meeting incorporated
in the annual report posted to shareholders on 30 September 2009, will be
amended to read as follows:
"Ordinary resolution number 1
Control of authorised but unissued ordinary shares
"Resolved by way of a general authority that, subsequent to the offer for
subscription by Sentula, by way of a rights offer to shareholders of
350 993 245 shares of 1 cent each at a subscription price of 143 cents
each, in the ratio of 149 shares for every 100 shares held at the close of
business on Friday, 20 November 2009 ("rights offer"), no more than
41 344 081 ordinary shares, being approximately 10% (ten percent) of the
authorised but unissued ordinary shares in the capital of Sentula Mining
Limited ("the Company") post the issue of ordinary shares in terms of the
rights offer, which rights offer closes on 11 December 2009, be and are
hereby placed under the control and authority of the directors of the
Company ("directors") and that the directors be and are hereby authorised
and empowered to allot and issue all or any of such ordinary shares, or to
issue any options in respect of all or any of such ordinary shares, to such
person/s on such terms and conditions and at such times as the directors
may from time to time and in their discretion deem fit, subject to the
provisions of sections 221 and 222 of the Companies Act, 1973 (Act 61 of
1973), as amended, the articles of association of the Company and the
Listings Requirements of JSE Limited from time to time."
"Ordinary resolution number 2
Approval to issue ordinary shares, and to sell treasury shares, for cash
"Resolved that the directors of Sentula Mining Limited ("the Company")
and/or any of its subsidiaries from time to time be and are hereby
authorised, by way of a general authority, to -
- allot and issue, or to issue any options in respect of no more than
41 344 081 ordinary shares, being approximately 10% (ten percent) of
the authorised but unissued ordinary shares in the capital of the
Company post the issue of ordinary shares in terms of the rights offer
as set out in ordinary resolution number 1, which rights offer closes
on 11 December 2009; and/or
- sell or otherwise dispose of or transfer, or issue any options in
respect of, ordinary shares in the capital of the Company purchased by
subsidiaries of the Company,
for cash, to such person/s on such terms and conditions and at such times
as the directors may from time to time in their discretion deem fit,
subject to the Companies Act, 1973 (Act 61 of 1973), as amended, the
articles of association of the Company and its subsidiaries and the
Listings Requirements of JSE Limited ("the JSE Listings Requirements") from
time to time.
The JSE Listings Requirements currently provide, inter alia, that:
- the securities which are the subject of the issue for cash must be of
a class already in issue, or where this is not the case, must be
limited to such securities or rights that are convertible into a class
already in issue;
- any such issue may only be made to "public shareholders" as defined in
the JSE Listings Requirements and not to related parties;
- the number of ordinary shares issued for cash shall not in any one
financial year in the aggregate exceed 15% (fifteen percent) of the
number of issued ordinary shares. The number of ordinary shares which
may be issued shall be based, inter alia, on the number of ordinary
shares in issue, added to those that may be issued in future (arising
from the conversion of options/convertibles) at the date of such
application, less any ordinary shares issued, or to be issued in
future arising from options/convertible ordinary shares issued during
the current financial year; plus any ordinary shares to be issued
pursuant to a rights issue which has been announced, is irrevocable
and is fully underwritten, or an acquisition which has had final terms
announced;
- this general authority will be valid until the earlier of the
Company`s next annual general meeting or the expiry of a period of 15
(fifteen) months from the date that this authority is given;
- an announcement giving full details, including the impact on net asset
value per share, net tangible asset value per share, earnings per
share and headline earnings per share and, if applicable, diluted
earnings and headline earnings per share, will be published when the
Company has issued ordinary shares representing, on a cumulative basis
within 1 (one) financial year, 5% (five percent) or more of the number
of ordinary shares in issue prior to the issue;
- in determining the price at which an issue of ordinary shares may be
made in terms of this authority, the maximum discount permitted will
be 10% (ten percent) of the weighted average traded price on the JSE
Limited of the ordinary shares over the 30 (thirty) business days
prior to the date that the price of the issue is agreed between the
issuer and the party subscribing for the securities; and
- whenever the Company wishes to use ordinary shares, held as treasury
stock by a subsidiary of the company, such use must comply with the
JSE Listings Requirements as if such use was a fresh issue of ordinary
shares."
- Under the JSE Limited ("the JSE") Listings Requirements, ordinary
resolution number 2 must be passed by a 75% (seventy five) majority of
the votes cast in favour of the resolution by all members present or
represented by proxy at the annual general meeting.
Forms of proxy
The amendments describe above constitute modifications for the purposes of the
forms of proxy included in the notice of annual general meeting contained in the
annual report posted to Sentula shareholders on 30 September 2009, and those
proxy forms shall accordingly, be deemed to relate to the amended ordinary
resolutions number 1 and number 2 as stated above.
The forms of proxy should be lodged with or mailed to Link Market Services South
Africa (Proprietary) Limited:
Hand deliveries to:
Link Market Services South Africa (Proprietary) Limited
16th Floor, 11 Diagonal Street, Johannesburg, 2001
Postal deliveries to:
Link Market Services South Africa (Proprietary) Limited
PO Box 4844, Johannesburg, 2000
to be received by no later than 11:30 on Tuesday, 15 December 2009 (or 48 hours
before any adjournment of the annual general meeting which adjournment, if
necessary, will be notified on SENS).
This announcement, indicating the change of dates of annual general meeting and
amendments to ordinary resolutions number 1 and number 2, will be posted to
Sentula shareholders on or about 24 November 2009.
Johannesburg
23 November 2009
Sponsor
Merchantec (Proprietary) Limited
Date: 23/11/2009 17:52:12 Produced by the JSE SENS Department.
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