| Fri 8 Oct 2010, 17:16 | | BEG/BEGP - Beige Holdings Limited - Salient dates in respect of the conversion |
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BEG BEGP
BEG
BEG/BEGP - Beige Holdings Limited - Salient dates in respect of the conversion
and redemption of the cumulative, non-participating, convertible, redeemable
preference shares
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
ISIN Code: ZAE000097036 Share Code: BEGP
SALIENT DATES IN RESPECT OF THE CONVERSION AND REDEMPTION OF THE CUMULATIVE,
NON PARTICIPATING, CONVERTIBLE, REDEEMABLE PREFERENCE SHARES
1. Introduction
Beige preference shareholders are referred to the SENS announcement dated
16 September 2010 which set out the dates relating to the conversion and
redemption of the cumulative, non-participating , convertible, redeemable
preference shares with a par value of R0.01 each, which were issued by the
company in August 2007.
Shareholders are advised that the circular containing a notice of
conversion and a form of surrender has been approved by the JSE Limited for
posting to shareholders ("the circular"). The circular contains an
important amendment to the salient dates in that the redemption process
will now run concurrently with the conversion process and not two weeks
later, as initially announced. The final salient dates in respect of the
conversion and redemption process are set out in paragraph 4 below.
2. Conversion of Preference Shares
Preference shareholders may elect to convert their preference shares into
fully paid-up ordinary shares at a conversion ratio of seven ordinary
shares for every one preference share held, being an effective price of
R0.15 per new ordinary share. Preference shareholders electing to convert,
must complete the form of conversion set out in the circular and return it
to the transfer secretaries, Link Market Services South Africa (Pty) Ltd,
11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000).
3. Redemption of Preference Shares
Preference shareholders not electing the conversion option will have their
preference shares automatically redeemed at the Redemption Price of R1.05
plus interest of 1.98 cents per share in respect of interest calculated at
prime from 15 August 2010, being the redemption date of the preference
shares as provided for in the preference share terms, up to and including
24 October 2010, being the day prior to the actual date of payment of the
Redemption Price.
4. Salient Dates
The salient dates in respect of the conversion and redemption of the
preference shares are set out below. As disclosed in paragraph 1 above,
the redemption process will now run concurrently with the conversion
process.
2010
Finalisation date for conversion of Friday, 8 October
preference shares into ordinary shares
Last day to trade for preference Friday 15 October
shareholders electing to convert their
preference shares into ordinary shares
Listing of maximum number of ordinary Monday, 18 October
shares that may be converted
Record Date Friday, 22 October
Issue of new ordinary shares resulting from Monday, 25 October
the conversion of preference shares
Finalisation date for redemption of Friday, 8 October
preference shares not converted into
ordinary shares
Last day to trade to be eligible for the Friday, 15 October
redemption
Suspension of old preference shares on the Monday, 18 October
JSE trading system
Record date in order to receive the Friday, 22 October
redemption payment
Payment of redemption monies Monday, 25 October
Listing of old preference shares terminated Tuesday, 26 October
on 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.
Johannesburg
8 October 2010
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
Date: 08/10/2010 17:16:01 Produced by the JSE SENS Department.
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