| Tue 10 Aug 2010, 7:05 | | BEG - Beige Holdings Limited - Odd-lot offer and renewal of cautionary |
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BEG
BEG
BEG - Beige Holdings Limited - Odd-lot offer and renewal of cautionary
announcement
BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
("Beige" or "the company")
ISIN Code: ZAE000034161 Share code: BEG
ODD-LOT OFFER AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Beige wishes to reduce the ongoing administration costs associated with
having a significant number of shareholders who hold up to 5 000 Beige
ordinary shares each. As at 28 May 2010, 1 509 shareholders, being 42% of
the total number of shareholders, held 5 000 or less shares in the
company ("odd lot holders"). These shareholders held in aggregate
approximately 2 126 112 shares, which constitutes approximately 0.11% of
the issued ordinary share capital of the company. In order to reduce the
on-going administration costs associated with such a significant number
of odd lot holders and to provide them with an inexpensive method of
realising their investment in Beige, where they do not have to incur
transaction costs, the directors of Beige have proposed the
implementation of an odd lot offer to repurchase the ordinary shares of
odd-lot holders ("odd lot offer").
A circular containing the full details of the odd-lot offer was posted to
shareholders on or about Wednesday 4 August 2010.
2. Details of the odd-lot offer
2.1 General meeting
Shareholders will be asked to vote on the odd lot offer and
associated resolutions at the general meeting of shareholders to be
held on 27 August 2010 at 14h00 at the registered office of Beige,
being Number 3 Anerley Road, Parktown, Johannesburg.
2.2 Opening of the odd-lot offer
Subject to the passing and, where applicable, registration of the
resolutions required to implement the odd lot offer, the odd-lot
offer will open for acceptance from 09:00 on Monday, 6 September
2010 and will close at 12:00 on Friday, 17 September 2010. All odd-
lot holders registered in the register of shareholders on Friday, 10
September 2010 will be entitled to participate in the odd-lot offer.
2.3 Election to be made by odd-lot holders
In terms of the odd-lot offer, odd-lot holders will be offered the
opportunity to:
- sell their odd lot holdings at the offer price; or
- retain their odd lot holdings. Those odd-lot holders who do not
make an election will be deemed to have elected to sell their odd-
lot holdings for the offer price.
The ordinary shares of those odd-lot holders who elect or will be
deemed to have elected to sell their ordinary shares will be
repurchased by Beige or its wholly-owned subsidiary, Zizmax
Investments (Pty) Ltd t/a Dudley Products at the offer price (see
paragraph 2.4 below). Any such repurchase will be regarded as an
acquisition of shares in terms of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Companies Act"), and as an odd-lot offer in
terms of the JSE Limited ("JSE") Listings Requirements.
2.4 Offer price
The offer price is 5 cents per share, which has been calculated
using the volume weighted average traded price of Beige on the JSE
over the five trading days commencing on 10 May 2010 and ending on
14 May 2010.
3 Effect on Beige`s ordinary share capital
The repurchase of shares by Beige pursuant to the odd-lot offer will have
no significant effect on Beige`s issued ordinary share capital.
4 Financial effects
The repurchase of shares pursuant to the odd-lot offer will have no
significant effect on Beige`s earnings and headline earnings per share
per share, net asset value per share or tangible asset value per share.
5 Conditions precedent
The implementation of the odd-lot offer is subject to the passing and,
where necessary, the registration by the Registrar of Companies of the
special and ordinary resolutions to be proposed at the general meeting of
shareholders of Beige to be held at 14h00 on Friday, 27 August 2010 at
Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg.
6 Salient dates and times
The salient date and times in respect of the odd-lot offer are as
follows:
2010
Circular posted to shareholders on Wednesday, 4 August
Forms of proxy for the general meeting of Wednesday, 25 August
shareholders to be received by the transfer
secretaries by 14:00 on
General meeting of shareholders held at 14:00 Friday, 27 August
on
Results of general meeting published on SENS Friday, 27 August
on
Special resolution submitted to CIPRO on Monday, 30 August
Special resolution registered by CIPRO by no Wednesday, 01
later than September
Finalisation announcement published on SENS by Friday, 3 September
no later than
Odd lot offer opens at 09:00 on a date to be To be advised on SENS
advised on SENS following the registration of
the special resolution at CIPRO
Last day to trade in Beige shares in order to Friday, 10 September
be eligible to participate in the odd lot
offer
Shares trade "ex" the odd lot offer Monday, 13 September
Forms of election and surrender for the odd Friday, 17 September
lot offer to be received by the transfer
secretaries by 12:00 on
Odd lot offer closes at 12:00 on Friday, 17 September
Record date for the odd lot offer (to Friday, 17 September
determine the shareholders entitled to
participate in the odd lot offer) at the close
of business on
Implementation of the odd lot offer takes Monday, 20 September
effect at commencement of business on
Odd lot holders with dematerialised shares Monday, 20 September
have their accounts held at their CSDP or
broker updated and 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 odd lot Monday, 20 September
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 SENS Monday, 20 September
Notes:
1. These dates and times are subject to change. Any such change will
be published on SENS.
2. All times in this circular are South African local times.
3. Shareholdings may not be dematerialised or rematerialised between
Monday, 13 September 2010 and Friday, 17 September 2010, both dates
inclusive.
4. Dematerialised odd lot holders are required to notify their duly
appointed CSDP or broker of their election in the time and 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 Monday, 20 September 2010 or within five business days after
the receipt of such documents of title by the transfer secretaries,
whichever is the later.
7. Creation of new preference shares
The circular to shareholders containing details of the odd-lot offer
incorporates details of the proposed creation of new preference shares to
be issued by Beige via means of a rights offer, as announced by the
Company in its reviewed results announcement released on SENS on 2 July
2010. Full details of the proposed rights offer will be released on SENS
in due course.
8. Renewal of Cautionary Announcement
Shareholders are referred to the cautionary announcement included in the
reviewed results announcement referred to above and are advised to
continue to exercise caution when dealing in the company`s securities
until such time as full details of the proposed rights offer have been
announced.
Johannesburg
5 August 2010
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
(Registration number 2006/033725/07)
Date: 10/08/2010 07:05:02 Produced by the JSE SENS Department.
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