| Fri 29 Jan 2010, 11:04 | | VUN - Vunani Limited - Finalisation information relating to the claw-back offer |
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VUN
VUN
VUN - Vunani Limited - Finalisation information relating to the claw-back offer
VUNANI LIMITED
(formerly Vunani Capital Holdings (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000110359
JSE code for LA`s: VUNN
ISIN for LA`s: ZAE000143251
("Vunani" or "the Company")
FINALISATION INFORMATION RELATING TO THE CLAW-BACK OFFER
1. Introduction
The directors of Vunani are pleased to announce the salient dates and times
of the recapitalisation of the Company. Finalisation of the
recapitalisation will allow Vunani to move forward with confidence and on a
sustainable basis. Vunani will retain its black ownership in excess of 50%
and as a stronger group, will continue to focus on growing its financial
services businesses in the areas of asset management, investment banking
and properties. Shareholders are referred to previous announcements, in
particular those dated 1 July 2009, 27 November 2009 and 9 December 2009
and are advised that the relevant claw-back offer documentation has been
registered by CIPRO and accordingly, Vunani will proceed with the
renounceable claw-back offer of 3 136 000 000 new ordinary shares at R0.10
per new ordinary share ("the claw-back offer shares") in the ratio of
233.9317 claw-back offer shares for every 100 Vunani shares held on Friday,
12 February 2010 ("the claw-back offer").
2. Conditions precedent
All the conditions precedent to the claw-back offer have been fulfilled.
3. Salient dates and times
The salient dates and times for the claw-back offer are as follows:
2010
Last day to trade in Vunani shares in order to
qualify to participate in the claw-back offer
(cum entitlement) on Friday, 5 February
Listing of letters of allocation on the JSE
under JSE code VUNN and ISIN ZAE000143251 at
commencement of trading on Monday, 8 February
Vunani shares commence trading ex-rights on the
JSE at commencement of trading on Monday, 8 February
Record date for participation in the claw-back
offer at the close of trade on Friday, 12 February
Claw-back offer circular and form of
instruction posted to shareholders, where Monday, 15 February
applicable, on
Claw-back offer opens at commencement of Monday, 15 February
trading on
Listing of claw-back offer shares from the Monday, 15 February
commencement of trade on
Accounts of dematerialised shareholders at
their CSDP or broker automatically credited
with their entitlements on Monday, 15 February
Certificated shareholders` entitlements will be
credited to an account held with the transfer
secretaries on Monday, 15 February
Last day to trade in letters of allocation on
the JSE on Friday, 26 February
Claw-back offer closes at 12h00 - payments to
be made and form of instruction in respect of
letters of allocation lodged by certificated
shareholders by 12:00 on Friday, 5 March
Record date for letters of allocation on Friday, 5 March
Entitlements in terms of the claw-back offer
available on Monday, 8 March
Claw-back offer shares issued and share
certificates posted to holders of certificated
shares on or about Monday, 8 March
CSDP/broker accounts in respect of holders of
dematerialised shareholders debited and updated
on (see note 5)
Results of claw-back offer announcement Tuesday, 9 March
released on SENS on or about
Refund cheques in respect of excess
applications, where applicable, will be posted
to certificated shareholders on or about Tuesday, 9 March
Claw-back shares issued and share certificates
in respect of excess shares allocated, if
applicable, posted to holders of certificated
shares on or about Tuesday, 9 March
Notes:
1. Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their acceptance of the claw-back offer in
the manner and time stipulated in the agreement governing the
relationship between the shareholder and his 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, 8 February 2010 and Friday, 12 February 2010, both days
inclusive.
4. The CSDP / broker accounts of dematerialised shareholders will be
automatically credited with new Vunani shares to the extent to which
they have accepted the claw-back offer. Vunani 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.
4. Letters of Allocation
The claw-back rights to new Vunani shares are negotiable and can be dealt
in on the JSE. Vunani has issued all claw-back rights to new Vunani shares
in dematerialised form. The electronic record for certificated shareholders
is being maintained by Computershare Investor Services (Pty) Limited,
making it possible for certificated shareholders to enjoy the same rights
and opportunities as those shareholders holding dematerialised Vunani
shares. Dematerialised shareholders entitled to participate in the claw-
back offer must make the necessary arrangements through their CSDP or
broker regarding their acceptance or otherwise of the claw-back offer.
5. Excess applications
All claw-back offer shares not subscribed for in terms of the claw-back
offer will be available for allocation, on the same terms and conditions as
the claw-back offer shares allocated to them in terms of the claw-back
offer, to shareholders who wish to apply for a greater number of claw-back
offer shares than those offered to them in terms of the claw-back offer.
The right to apply for additional claw-back offer shares is transferable on
renunciation. The allocation of claw-back offer shares in respect of
excess applications will be equitable and will take cognisance of the
number of Vunani shares held by each applicant prior to such allocation and
the number of claw-back offer shares for which application is made by such
applicant.
6. Foreign shareholders
Foreign shareholders may be affected by the claw-back offer, having regard
to prevailing laws in their respective jurisdictions. Such foreign
shareholders should inform themselves about and observe any applicable
legal requirements of such jurisdiction in relation to the claw-back offer.
7. Documentation
A circular, giving full details of the claw-back offer, will be posted to
shareholders on Monday, 15 February 2010.
Sandton
29 January 2010
Independent Financial Adviser to Vunani
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Independent Lead Designated Adviser
Grindrod Bank Limited
Corporate Adviser and Joint Designated Adviser
Vunani Corporate Finance
Legal adviser to the restructuring
Edward Nathan Sonnenbergs
Legal adviser to the claw-back offer
Fluxmans Inc.
Date: 29/01/2010 11:04:02 Produced by the JSE SENS Department.
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