| Thu 28 Jan 2010, 16:41 | | ABO - Absolute Holdings Limited - Proposed share consolidation and subsequent |
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ABO
ABO
ABO - Absolute Holdings Limited - Proposed share consolidation and subsequent
odd lot offer
ABSOLUTE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: ABO ISIN No: ZAE000062998
("Absolute" or "the Company")
PROPOSED SHARE CONSOLIDATION AND SUBSEQUENT ODD LOT OFFER
Shareholders are advised that a circular, incorporating a notice of general
meeting, has been posted to shareholders detailing a proposed consolidation of
the share capital of the Company on the basis of 1 share for every 100 existing
shares held and a change in par value from R0.01 to R1.00. The share
consolidation is aimed a repositioning the company in anticipation of a proposed
transfer to the Main Board of the JSE Limited ("JSE") under "General Mining" and
the Company`s transition to a junior minor.
Pursuant and subject to the approval of the share consolidation mentioned above,
shareholders will also be asked to approve various resolutions to amend the
Company`s Articles of Association and permit the Company to make an odd lot
offer to all shareholders holding fewer than 100 shares, at R4.00 per share,
post the consolidation. As at 30 October 2009, approximately 1 115 out of 2 416
registered shareholders held 9 949 or less shares in the company, which after
the consolidation on a 100:1 basis in terms of the circular, would equate to 99
or less shares in the company. Of the abovementioned 1 115 shareholders, 782
are certificated shareholders. These 1 115 shareholders collectively held a
total of approximately 2 141 405 shares, representing only 0.13% of the issued
ordinary share capital of the company. In order to reduce the substantial
administration costs associated with this number of shareholders, the directors
of Absolute propose the implementation of an odd lot offer to reduce the number
of odd lot shareholdings. Fractions arising from the share consolidation will be
rounded up or down to the nearest whole number in accordance with the rounding
principle whereby fractions of 0.5 and above will be rounded up and fractions
below 0.5 will be rounded down. More specifically, shareholders holding 950 -
999 shares will be rounded up to 10 shares and 9 950 - 9 999 shares will be
rounded to 100 shares. This is going to have an effect on shareholders who hold
9 950 shares and above because their shares will round up to 100 post
consolidated shares and such shareholders will not be entitled to the odd lot
offer.
Absolute, by proposing this odd lot offer, is therefore facilitating in the
interests of its shareholders who wish to participate in the odd lot offer, a
cost effective means of either disposing of or increasing their shareholding.
Odd lot holders who choose to sell their shares will be afforded the opportunity
of realising the maximum possible proceeds from the sale of their odd lot
shares, particularly those shareholders who hold shares in certificated format.
Affected shareholders are advised that they may elect to retain their
shareholding or accept the offer. In the event that no election is made, the
odd lot shares will be expropriated for cash.
SALIENT DATES AND TIMES OF THE CONSOLIDATION
2010
Circular and notice of general Tuesday, 26 January
meeting to be posted to shareholders
on
Last day for lodging forms of proxy Monday, 15 February
at 10:00 on
General meeting at 10:00 on Wednesday, 17 February
Results of the general meeting Wednesday, 17 February
released on SENS on
Results of the general meeting Thursday, 18 February
published in the press on
Special resolution submitted to CIPRO Thursday, 18 February
on
Special resolution and consolidation Wednesday, 10 March
certificate registered by CIPRO by no
later than
Finalisation announcement released on Thursday, 11 March
SENS
Last day to trade shares under the Thursday, 18 March
present share capital in order to be
recorded as a shareholder by the
record date on
Trading in shares under the new Friday, 19 March
consolidated share capital commences
on
Record date for determining those Friday, 26 March
shareholders whose shares will be
subject to the consolidation on
Forms of surrender for new Friday, 26 March
certificates to be received by the
transfer secretaries in order for new
certificates reflecting the
consolidation to be posted on Monday,
29 March 2010, by 12:00 on
Dematerialised shareholders will have Monday, 29 March
their accounts at their CSDP or
broker updated on
Date of issue of new replacement Tuesday, 06 April
share certificates provided that the
old share certificates have been
lodged by 12:00 on the record date on
or about
(Share certificates received after
this time will be posted within 5
business days of receipt)
Notes
1 The abovementioned dates and times are South African dates and times and
are subject to amendment. Any such amendment will be announced on SENS and
in the South African press.
2. Should they wish to attend, or vote at the above general meeting,
dematerialised shareholders are required to advise their CSDP or broker by
the cut-off time stipulated above, or in accordance with their agreements
with their CSDP or their broker.
3. Shares in the pre consolidated form may not be dematerialised after
Thursday, 18 March 2010
4. Shares in the consolidated form may be dematerialised or rematerialised as
from Tuesday, 06 April 2010
SALIENT DATES AND TIMES OF THE ODD LOT OFFER
2010
Circular posted to shareholders on Tuesday, 26 January
Forms of proxy for the general Monday, 15 February
meeting of shareholders to be
received by the transfer secretaries
by 10:00 on
General meeting of shareholders held Wednesday, 17 February
at 10:00 on
Results of general meeting published Wednesday, 17 February
on SENS on
Results of general meeting published Thursday, 18 February
in the press on
Special resolution submitted to Thursday, 18 February
CIPRO on
Offer price finalised and announced Monday, 22 February
on SENS on
Offer price published in the South Tuesday, 23 February
African press on
Special resolution registered by Thursday, 11 March
CIPRO by no later than
Odd lot offer opens at 09:00 on a To be advised on SENS
date to be advised on SENS following
the registration of the special
resolutions at CIPRO
Last day to trade in Absolute shares Thursday, 25 March
in consolidated form in order to be
eligible to participate in the odd
lot offer
Shares trade "ex" the odd lot offer Friday, 26 March
Forms of election and surrender for Thursday, 01 April
the odd lot offer to be received by
the transfer secretaries by 12:00 on
Odd lot offer closes at 12:00 on Thursday, 01 April
Record date for the odd lot offer Thursday, 01 April
(to determine the shareholders
entitled to participate in the odd
lot offer) at the close of business
on
Implementation of the odd lot offer Tuesday, 06 April
takes effect at commencement of
business on
Odd lot holders with dematerialised Tuesday, 06 April
shares have their accounts held at
their CSDP or broker credited with
the cash amount, unless shareholders
have elected to retain their odd lot
holding, on, as the case may be, on
Cheques in respect of the sale of Tuesday, 06 April
odd lot holdings by odd lot holders
with certificated shares posted, at
the risk of such odd lot holders, on
or about
Results of odd lot offer released on Tuesday, 06 April
SENS
Results of odd lot offer published Wednesday, 07 April
in the press
Notes:
1 These dates and times are subject to change. Any such change will be
published on SENS and in the South African press.
2 All times in this circular are South African local times.
3 Shareholdings may not be dematerialised or rematerialised between Friday,
26 March 2010 and Thursday, 01 April 2010, both dates inclusive.
4 Dematerialised odd lot holders must are required to notify their duly
appointed CSDP or broker of their election in the manner stipulated in the
agreement governing the relationship between the odd lot holder and his
CSDP or broker.
5 In the case of holders of certificated shares, who elect to sell their odd
lot shares or have not elected to retain their odd lot shares, cheques will
be posted at the risk of such holders on or about Tuesday, 06 April 2010 or
within five business days after the receipt of such documents of title by
the transfer secretaries, whichever is the later.
Johannesburg
28 January 2010
Sponsor
Arcay Moela Sponsor (Pty) Ltd
Date: 28/01/2010 16:41:01 Produced by the JSE SENS Department.
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