| Wed 27 Oct 2010, 10:53 | | CMG - Cenmag Holdings Limited - Salient dates announcement |
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CMG
CMG
CMG - Cenmag Holdings Limited - Salient dates announcement
CENMAG HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004821/06)
Share code: CMG ISIN code: ZAE000001533
(`Cenmag" or `the company`)
SALIENT DATES IN RESPECT OF THE RESTRUCTURING OF THE CENMAG GROUP THROUGH A
PROPOSED SPECIFIC REPURCHASE OF SHARES AND A SECTION 228 DISPOSAL OF
SUBISIDIARIES;
A CHANGE IN CONTROL AND POTENTIAL OFFER TO MINORITY SHAREHOLDERS, A CHANGE OF
NAME OF THE COMPANY, THE RESTRUCTURING OF THE SHARE CAPITAL, THE ADOPTION OF NEW
ARTICLES OF ASSOCIATION, THE CANCELLATION OF THE SHARE INCENTIVE TRUST
AND NOTICE OF GENERAL MEETING
1. Introduction
Shareholders are referred to the SENS announcement dated 14 May 2010
detailing the various agreements concluded by the company, which when taken
together will result in:
a) the company repurchasing 35.53% of its issued share capital ("the
Proposed Specific Repurchase");
b) the company disposing of its existing subsidiaries ("the Proposed
Disposal");
c) a change in control of the company which, on implementation, will
require a mandatory offer to be made to minority shareholders;
d) a change of name of the company; and
e) the reconstitution of the board of directors of the company;
together "the Proposed Transactions"; the implementation of which will
result in the company becoming a cash shell.
Shareholders are advised that, subsequent to the initial announcement of
the Proposed Transactions, it was agreed that the share capital of the
company would be restructured through an increase in the authorised shares,
a sub-division of the authorised and issued share capital on a 10-for-1
basis, that the company would adopt new articles of association to reflect
changes made to the Companies Act, 1973 (as amended) ("the Act") and the
JSE Listings Requirements ("the Listings Requirements") since the company`s
incorporation in 1987, and that the share incentive scheme adopted at the
time of the listing of the company in 1988 would be cancelled.
Salient dates in respect of the Proposed Transactions are detailed in
paragraph 12 below.
2. Details of the Proposed Specific Repurchase
Shareholders are reminded that the Proposed Specific Repurchase forms part
of a series of four inter-related agreements, the details of which were set
out in the SENS announcement dated 14 May 2010.
The Proposed Specific Repurchase provides for the repurchase by the company
of 2 402 105 shares held by Victor Farkas ("Farkas") and 1 009 293 shares
held by Blaf Investments CC ("Blaf") ("the repurchased shares") at R1.20
per share. As both Farkas and Blaf are related parties to Cenmag, the
board of directors has obtained a fairness opinion from an independent
professional expert advising on whether the repurchase is fair to the
shareholders, a copy of which opinion, together with the directors`
statement thereon is set out in the circular to shareholders ("the
circular"), as referred to in paragraph 13 below.
3. Details of Proposed Disposal
The Proposed Disposal constitutes an affected transaction in terms of the
Securities Regulation Code on Takeovers and Mergers ("the Code") and is, in
terms of the Listings Requirements, a related party transaction. The board
of directors has obtained a fairness opinion from an independent
professional expert advising on the fairness of the Proposed Disposal, a
copy of which opinion, together with the directors` statement thereon is
set out in the circular to shareholders, as detailed in paragraph 13 below.
Shareholders are advised that although detailed separately in the circular,
the Proposed Specific Repurchase and the Proposed Disposal form part of one
indivisible transaction that, taken together, is cash neutral for the
company.
4. Notice of General Meeting
A general meeting of Cenmag shareholders ("the general meeting") will be
held at Arcay House II, 3 Anerley Road, Parktown, Johannesburg, 2193, at
09:00 on Monday, 15 November 2010 in order to consider and, if deemed fit,
pass, with or without modification, the ordinary and special resolutions
necessary to implement the Proposed Transactions.
5. Change in Control and Mandatory Offer to Minority Shareholders
Following the implementation of the Proposed Specific Repurchase and as a
result of the cancellation of the shares acquired in terms thereof, there
will be a change in control of the company and Mr James Herbst and Mrs
Elaine Greenblatt, in their capacity as the new controlling shareholders of
Cenmag have undertaken to make a mandatory offer to the minority
shareholders of Cenmag to purchase all or any of the shares held by the
minorities for a purchase price of R1.60 per share ("the mandatory offer").
However, shareholders are advised that although the mandatory offer opened
at the commencement of trade on Friday, 22 October 2010, it remains
conditional upon the approval at the general meeting of the Proposed
Transactions in accordance with the provisions of the Act and the Listings
Requirements. Shareholders will be advised by means of an announcement on
SENS and in the press of the mandatory offer becoming unconditional in
accordance with its terms or being withdrawn through the failure of the
Proposed Transactions, which announcement is expected to be made on or
about 26 November 2010. Should it be declared unconditional, the mandatory
offer will close for acceptances at 12:00 on Friday, 10 December 2010.
6. Effect of the Proposed Transactions on the Listing of the Company
Shareholders are advised that the implementation of the Proposed Disposal
will result in the company being classified as a "cash shell" in terms of
the Listings Requirements and should it, within a period of six months
after such classification, fail to enter into an agreement relating to the
acquisition of viable assets that satisfy the conditions for listing in
terms of the Listings Requirements, its listing will be suspended.
7. Change of Name
Following the approval of the Proposed Transactions by shareholders, the
company will change its name to Capricorn Investment Holdings Limited. The
actions required to be taken by certificated shareholders in order to
obtain new documents of title reflecting the new name of the company are
detailed in the circular.
8. Sub-division of Shares and increase in Authorised Share Capital
The company`s share capital currently consists of 20 000 000 authorised
ordinary shares and 9 600 000 issued ordinary shares having a par value of
1 cent each. Following the implementation of the Proposed Specific
Repurchase, the issued share capital will reduce to 6 188 602. In order to
facilitate any future transactions that may be undertaken by the company
once it has been constituted as a cash shell, and as a means of increasing
the liquidity of the company`s shares on the JSE, the directors consider it
appropriate to restructure the existing share capital. Shareholders will
accordingly be requested to approve an increase in the authorised share
capital from 20 000 000 ordinary shares to 100 000 000 ordinary shares and
thereafter a sub-division on a 10 -for -1 basis from 100 000 000 authorised
shares of 1 cent each to 1 000 000 000 ordinary shares of one-tenth of 1
cent (0.1 cent) each and a sub-division of the issued share capital, on a
10 -for -1 basis from 6 188 602 shares of 1 cent each to 61 886 020 shares
of one-tenth of 1 cent (0.1 cent) each.
9. Reconstitution of the Board
At the general meeting, Messrs. Brian McQueen, James Herbst, Ken Jarvis and
Steve Tredoux will be nominated for appointment to the board of directors
and, following the approval by shareholders of the Proposed Transactions,
Messrs. Victor Farkas, Justin Farkas and Casper Le Roux will resign as
directors of the company. Mrs Elaine Greenblatt will continue to act in
the capacity of a non-executive director.
10. Adoption of New Articles of Association
Cenmag`s current articles of association were adopted in 1987 on the date
of incorporation of the company. Subsequent changes to the Act and the
Listings Requirements require the adoption of new articles of association
and shareholders will be requested to approve a resolution providing for
this at the general meeting.
11. Cancellation of Share Incentive Trust
At the time of its listing on the JSE in 1987, the company adopted a share
incentive trust. To date, none of the shares held by the trust have been
allocated and as there is no immediate intention to allocate any such
shares, it has been decided that the shares held by the trust should be
repurchased at par value and the share trust be cancelled. A special
resolution providing for the repurchase of the shares held by the trust and
the cancellation of the share incentive trust in its entirety will be
proposed at the general meeting.
12. Salient Dates
12.1 The Salient Dates in Respect of the Mandatory Offer to Minority
Shareholders are set out below:
2010
Circular posted to shareholders on Friday, 22 October
Last day to lodge forms of proxy for the general Thursday, 11 November
meeting - by 09h00 on
General meeting of shareholders to be held at Monday, 15 November
09h00, and results of general meeting published
on SENS, on
Results of general meeting and salient dates for Tuesday, 16 November
acceptance of mandatory offer to minority
shareholders and the notice of the change of
name of the company published in the press on
Finalisation date for the mandatory offer to Friday, 26 November
minority shareholders
Last day to trade in Cenmag shares in respect of Friday, 3 December
mandatory offer to minority shareholders
Shares trade "ex" mandatory offer to minority Monday, 6 December
shareholders, on
Record date for the mandatory offer to minority Friday, 10 December
shareholders
Mandatory offer to minority shareholders closes Friday, 10 December
at 12h00
Dematerialised shareholders will have their CSDP Monday, 13 December
and broker accounts updated or credited, on
Payment to shareholders who accepted the Monday, 13 December
mandatory offer to minority shareholders, on
(note that acceptances received after the offer
has become unconditional and prior to the
closing of the offer, within 5 business days of
the receipt of a valid form of acceptance,
surrender and transfer together with the
relevant documents of title (in negotiable form)
by the transfer secretaries; provided that all
acceptances received by 12h00 on each Friday,
will be settled the following Monday)
12.2 The Salient Dates in Respect of the Change of Name of the Company and
the Sub-division of the Share Capital are set out below:
Finalisation date in respect of the change of Thursday, 9 December
name of company and sub-division of shares on
Last day to trade in Cenmag shares in respect of Friday, 17 December
the change of name of company and the sub-
division of shares on
Suspension of trading of shares in the name of Monday, 20 December
Cenmag at commencement of trading, constitution
of the company as a cash shell and trade in the
new sub-divided shares under the new name of
Capricorn Investment Holdings Limited under the
JSE Code CPN, the ISIN ZAE000149951 and the
abbreviated name CAPRICORN,
Record date in respect of change of name of Friday, 24 December
company and sub-division of shares on
CSDP and broker accounts updated for the new Tuesday, 28 December
name and sub-divided share capital on
Posting to certificated shareholders of new Tuesday, 28 December
share certificates in the new name and
reflecting the new sub-divided share capital
(provided that share certificates in the old
name have been received by 12:00 on record date)
on or about
2011
Last day, being six months after constitution of Monday, 20 June
the company as a cash shell, by which the
company has to enter an agreement and make an
announcement relating to the acquisition of
viable assets to satisfy the conditions for
listing in terms of the JSE Listings
Requirements, failing which the listing will be
suspended, on or about
13. Documentation
A circular setting out full details of the Proposed Transactions, including
the fairness report referred to in paragraphs 2 and 3 above, was posted to
shareholders on 22 October 2010.
Johannesburg
26 October 2010
Sponsor
Arcay Moela Sponsors (Pty) Ltd
(Registration number 2006/033725/07)
Date: 27/10/2010 10:53:01 Produced by the JSE SENS Department.
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