| Fri 26 Nov 2010, 11:41 | | CMG - Cenmag Holdings - Salient dates and times of the mandatory offer to |
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CMG
CMG
CMG - Cenmag Holdings - Salient dates and times of the mandatory offer to
minority shareholders
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 AND TIMES OF THE MANDATORY OFFER TO MINORITY SHAREHOLDERS
1. Introduction
Shareholders are referred to the results of general meeting
announcement released on SENS on 16 November 2010 and are advised that
the special resolutions relating to:
(i) the repurchase by the company of 2 402 105 shares from Mr Victor
Farkas and 1 009 293 shares from Blaf Investments CC;
(ii) the section 228 disposal by the company of all of the shares in and
the claims on loan account held by it in the subsidiaries of the company;
(iii) an increase in the authorised share capital of the company from
20 000 ordinary shares to 100 000 ordinary shares;
(iv) the sub-division of the authorised share capital on a 10:1 basis
from 100 000 000 ordinary shares of R0.01 each to 1 000 000 000 ordinary
shares of R0.001 each; and
(v) the sub-division of the issued share capital on a 10: basis from 6
188 602 ordinary shares of R0.01 each to 61 866 020 par value shares of
R0.001 each,have now been registered by the Registrar of Companies.
2. Mandatory Offer to Minority Shareholders
The registration of these resolutions has resulted in the change of
control of the company and the mandatory offer to the minority
shareholders of the company at a price of R1.60 per share, as
detailed in the circular dated 22 October 2010, has now been
declared unconditional.
3. Salient Dates and Times
3.1 The salient dates and times in respect of the mandatory offer
to minority shareholders are set out below:
2010
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 before 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)
3.2 The salient dates and times in respect of the change of name of
the company from Cenmag Holdings Limited to Capricorn
Investment Holdings Limited and the sub-division of the share
capital of the company on a 10:1 basis will be confirmed on
SENS and in the press following receipt of confirmation of the
registration of the special resolution providing for the change
of name of the company.
4. Reconstitution of the Board of Directors
Following the registration of the above special resolutions, Messrs.
Brian Alexander McQueen, James Charles Herbst, Stephen Peter Tredoux
and Kenneth Delroy Jarvis have been appointed to the board of
directors, whilst Messrs. Victor Farkas, Justin Joseph Farkas and
Casper Josewes Barend Le Roux will resign as directors of the
company. Mrs Elaine Marsha Greenblatt continues to act in the
capacity of non-executive director.
Johannesburg
26 November 2010
Sponsor Attorneys to Cenmag
Arcay Moela Sponsors (Pty) Ltd Fluxmans Incorporated
(Registration number 2006/033725/07) (Registration number:
2000/024775/21)
Date: 26/11/2010 11:41:01 Produced by the JSE SENS Department.
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