| Fri 22 Oct 2010, 17:34 | | BEG - Beige Holdings Limited - Salient Dates in respect of the odd-lot offer |
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BEG
BEG
BEG - Beige Holdings Limited - Salient Dates in respect of the 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
SALIENT DATES IN RESPECT OF THE ODD-LOT OFFER AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
1 Introduction
Shareholders are referred to the SENS announcements dated 5 August 2010,
30 August 2010 and 3 September 2010 relating to the odd-lot offer ("Odd-
Lot Offer") to Beige shareholders who hold 5000 (five thousand) or less
ordinary shares in the company ("Odd-Lot Holders") and are advised that
the special resolutions relating to the implementation of the Odd-Lot
Offer and approved at the general meeting of the company held on Friday,
27 August 2010 ("the General Meeting"), have now been registered by the
Registrar of Companies.
The new salient dates in respect of the Odd-Lot Offer are set out in
paragraph 3 below.
Shareholders are further advised that the special resolution in respect
of the creation of new variable rate, cumulative, non-participating,
convertible, redeemable preference shares ("the Preference Shares"),
which resolution was also approved by shareholders at the General
Meeting, has now been registered by the Registrar of Companies.
2 Details of the Odd-Lot Offer
2.1 Opening of the Odd-Lot Offer
The Odd-Lot Offer will now open for acceptance by Odd-Lot Holders
at 09:00 on Monday, 25 October 2010 and will close at 12:00 on
Friday, 12 November 2010. All Odd-Lot Holders registered in the
register of shareholders on Friday, 12 November 2010 will be
entitled to participate in the Odd-Lot Offer.
2.2 Offer Price
The offer price in respect of the Odd-Lot Offer is 5 cents per
share ("the Offer Price"), which was 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.
2.3 Election to be made by Odd-Lot Holders
In terms of the Odd-Lot Offer, Odd-Lot Holders are being offered
the opportunity to either:
* 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.
2.4 Repurchase of Shares
The ordinary shares of those Odd-Lot Holders who elect or are
deemed to have elected to sell their ordinary shares as a result of
their not making an election, will be repurchased by Beige or its
wholly-owned subsidiaries, at the Offer Price. 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.
3 Salient Dates and Times
The new salient dates and times in respect of the Odd-Lot Offer are as
follows:
2010
Odd-Lot Offer opens at 09:00 on Monday, 25 October
Finalisation announcement Friday, 29 October
Last day to trade in Beige shares in order to Friday, 5 November
be eligible to participate in the Odd-Lot
Offer
Shares trade "ex" the Odd-Lot Offer Monday, 8 November
Forms of election and surrender for the Odd- Friday, 12 November
Lot Offer to be received by the transfer
secretaries by 12:00 on
Odd-Lot Offer closes at 12:00 on Friday, 12 November
Record date for the Odd-Lot Offer (to Friday, 12 November
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, 15 November
effect at commencement of business on
Odd-Lot Holders with dematerialised shares Monday, 15 November
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, 15 November
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, 15 November
Notes:
(i) These dates and times are subject to change. Any such change will be
published on SENS.
(ii) Shareholdings may not be dematerialised or rematerialised between
Monday, 8 November 2010 and Friday, 12 November 2010, both dates
inclusive.
(iii)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.
(iv)In the case of holders of certificated shares, who elect to sell their
Odd-
Lot shares or who are deemed to have elected to sell their Odd-Lot
shares, cheques will be posted at the risk of such Odd-Lot Holders on or
about Monday, 15 November 2010 or within five business days after the
receipt of such documents of title by the transfer secretaries,
whichever is the later.
4. Proposed Rights Offer and Renewal of Cautionary Announcement
As previously announced, the company intends to offer the Preference
Shares to ordinary shareholders via means of a Rights Offer, the details
of which will be announced on SENS in due course. Shareholders are
accordingly advised to continue to exercise caution when dealing in the
company`s securities until such time as the full details of the proposed
Rights Offer have been announced.
Johannesburg
22 October 2010
Designated Advisor
Arcay Moela Sponsors (Pty) Ltd
(Registration number 2006/033725/07)
Date: 22/10/2010 17:34:01 Produced by the JSE SENS Department.
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