| Fri 17 Sep 2010, 13:25 | | BEG - Beige - Salient Dates in Respect of the Conversion and |
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BEG
BEG
BEG - Beige - Salient Dates in Respect of the Conversion and
Redemption of the Cumulative, Non-Participating, Convertible,
Redeemable Preference Shares 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
SALIENT DATES IN RESPECT OF THE CONVERSION AND REDEMPTION OF THE
CUMULATIVE, NON-PARTICIPATING, CONVERTIBLE, REDEEMABLE PREFERENCE
SHARES AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Preference shareholders of Beige are referred to the circular to
Beige shareholders, dated 9 May 2007 ("the circular"), detailing
a capitalisation award of cumulative, non-participating,
convertible and redeemable preference shares with a par value of
R0.01 each ("preference shares").
The terms of the preference shares as set out in the circular,
provide, inter alia, for the conversion of the preference shares,
at the election of the preference shareholder, into fully paid up
ordinary shares of R0.01 each ("ordinary shares") in a conversion
ratio of seven ordinary shares for every one preference share
held, being an effective price of R0.15 for each ordinary share,
and that should a shareholder elect (by taking no action in
respect of the conversion circular referred to below) not to
convert all of his preference shares then every preference share
not converted will automatically be redeemed by the company at
the redemption price of R1.05 per preference share.
2. Conversion Process
Preference shareholders electing to convert their preference
shares into ordinary shares, must give the company the requisite
written conversion notice, details of which will be included in
the circular referred to in paragraph 5 below.
3. Redemption Process
Preference shareholders electing not to convert their preference
shares into ordinary shares, will have their preference shares
automatically redeemed at the Redemption Price of R1.05 plus
interest calculated at prime from 14 August 2010, being the
Redemption Date of the preference shares as provided for in the
preference share terms, up to and including the day prior to the
actual day of payment of the Redemption Price.
4. Proposed Salient Dates
The salient dates in respect of the conversion and redemption of
the preference shares are subject to the approval by the JSE of
the conversion circular referred to in paragraph 5 below. The
proposed dates for the conversion and redemption are set out
below. Any changes to these dates will be announced on SENS.
2010
Finalisation date for conversion of preference Friday, 1 October
shares into ordinary shares
Last day to trade for preference shareholders Friday 15 October
electing to convert their preference shares
into ordinary shares
Listing of maximum number of ordinary shares Monday, 18 October
that may be converted
Record Date Friday, 22 October
Issue of new ordinary shares resulting from Monday, 25 October
the conversion of preference shares
Adjustment of number of shares in issue Tuesday, 26 October
Finalisation date for redemption of preference Friday, 22 October
shares not converted into ordinary shares
Last day to trade to be eligible for the Friday, 29 October
redemption
Suspension of old preference shares on the JSE Monday, 1 November
trading system
Record date in order to receive the redemption Friday, 5 November
payment
Payment of redemption monies Monday, 8 November
Listing of old preference shares terminated on Tuesday, 9 November
the JSE trading system
5. Directors Interests in Preference Shares
Shareholders are advised that directors and their associates hold
approximately 71% of the preference shares. These directors and
their associates have irrevocably undertaken not to convert their
preference shares into ordinary shares and have furthermore
entered into a loan agreement with the Company in terms of which
the monies due to each of them on the redemption of the
preference shares will be held by the Company on loan account.
The loan accounts will be effectively repaid through the
subscription and partial underwriting of the proposed rights
offer to shareholders of a new class of preference shares ("the
proposed rights offer"), the terms of which were approved by
shareholders at the general meeting held on 27 August 2010 and
are currently awaiting registration at CIPRO.
The directors and their associates have furthermore agreed with
the Company that the loan monies will not immediately be repaid
in cash, but will be applied by the Company to the subscription
by the directors and their associates of such number of new
preference shares as the directors and their associates will be
entitled to subscribe for in accordance with the terms of the
proposed rights offer and that any excess monies arising from
such loans will thereafter be applied to the underwriting the
proposed rights offer and only thereafter, will any excess monies
arising from the loan, be paid out in cash.
6. JSE Listing and Documentation
Application will be made to the JSE for the listing of any
ordinary shares to be issued pursuant to the conversion of any
preference shares.
A circular setting out full details of the conversion and
redemption of the preference shares, including final dates in
respect of the conversion and redemption, a conversion notice and
a form of surrender will be posted to preference shareholders in
due course.
7. Renewal of Cautionary Announcement
Shareholders are referred to the announcements dated 2 July 2010
and 10 August 2010 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 referred to therein
have been announced.
Johannesburg
17 September 2010
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 17/09/2010 13:25:01 Produced by the JSE SENS Department.
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