| Fri 29 Oct 2010, 7:05 | | WLO/WLN/WLOP/WLP1 - Wooltru Limited - Finalisation Announcement |
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WLO WLN WLP1 WLOP
WLO
WLO/WLN/WLOP/WLP1 - Wooltru Limited - Finalisation Announcement
Wooltru Limited
(Registration number 1936/008278/06)
JSE share code: WLO ISIN: ZAE000007993
JSE share code: WLN ISIN: ZAE000008744
JSE share code: WLOP ISIN: ZAE000008009
JSE share code: WLP1 ISIN: ZAE000008017
("Wooltru" or "the Company")
SALIENT DATES AND TIMES PERTAINING TO THE BONUS ISSUE, CONVERSION OF "N"
ORDINARY SHARES TO ORDINARY SHARES, CONSOLIDATION OF SHARE CAPITAL, REDUCTION OF
PAR VALUE, INCREASE IN AUTHORISED SHARE CAPITAL, CHANGE OF NAME, AND FINANCIAL
YEAR END, ADOPTION OF NEW ARTICLES OF ASSOCIATION, CONVERSION OF NON-REDEEMABLE
6% AND 6.75% PREFERENCE SHARES TO 6% AND 6.75% REDEEMABLE PREFERENCE SHARES AND
THE REDEMPTION OF AND DIVIDEND DECLARATION FOR THE 6% AND THE 6.75% REDEEMABLE
PREFERENCE SHARES
Shareholders are referred to the circular posted on Monday, 20 September 2010
and the SENS announcement dated 13 October 2010 regarding the approval of all
the ordinary and special resolutions tabled at the Company`s general meeting
held on Wednesday, 13 October 2010. All the special resolutions have now been
registered with CIPRO and the salient dates and times pertaining to the bonus
issue, conversion of "N" ordinary shares to ordinary shares, consolidation of
share capital, reduction of par value and increase in authorised share capital,
change of name and financial year end, adoption of new articles of association
and the redemption of the 6% and 6.75% preference shares are set out below:
1. Bonus issue
A bonus issue of 10 new ordinary shares will be issued for every 100
ordinary shares held at close of business on Friday, 12 November 2010. The
salient dates and times pertaining to the bonus issue, are set out below:
2010
Last day to trade in order to receive new ordinary
shares in terms of the bonus issue on Friday, 5 November
Listing of and trading in new ordinary shares in
terms of the bonus issue on Monday, 8 November
Record date Friday, 12 November
CSDP and broker accounts credited with the bonus Monday, 15 November
shares to be issued to ordinary dematerialised
shareholders on
Notes:
1. Shares may not be dematerialised or rematerialised between Monday, 8
November 2010 and Friday, 12 November 2010.
2. Posting of all new share certificates to certificated shareholders
will be made after the completion of the bonus issue, conversion,
consolidation and name change.
2. Conversion of "N" ordinary shares to ordinary shares
Following the bonus issue, each of the Company`s authorised and issued "N"
ordinary shares of R0.0005 each will be converted into one class of
ordinary shares of R0.05 each in the ratio of 1 ordinary share for every 1
"N" ordinary share held ("the conversion"). The salient dates and times
pertaining to the conversion, are set out below:
2010
Last day to trade in "N" ordinary shares prior to Friday, 12 November
the conversion on
Listing of new ordinary shares in terms of the Monday, 15 November
conversion on
Record date Friday, 19 November
New shares issued and CSDP and broker accounts Monday, 22 November
credited with ordinary shares reflecting the
conversion
Notes:
1. Shares may not be dematerialised or rematerialised between Monday, 15
November 2010 and Friday, 19 November 2010.
2. Posting of all new share certificates will be made after the
completion of the bonus issue, conversion, consolidation and name
change.
3. Reduction of par value and increase in authorised share capital
Subsequent to the bonus issue and conversion of "N" ordinary shares to
ordinary shares, the par value for the Company`s authorised and issued
shares will be reduced from R0.05 per ordinary share to R0.00005 per
ordinary share with effect from Thursday, 25 November 2010, and the
Company`s authorised ordinary share capital will be increased from
2,000,000,000 ordinary shares of R0.00005 each to 9,000,000,000 ordinary
shares of R0.00005 with effect from Thursday, 25 November 2010.
4. Consolidation of share capital and change of name
The Company`s ordinary share capital will be consolidated from ordinary
shares of R0.00005 each to ordinary shares of R0.001 each, on the basis of
1-for-20 ordinary shares held on Friday, 3 December 2010. Fractions arising
will be rounded up or down to the nearest whole number in accordance with
the rounding principle whereby fractions of 0.5 and above will be rounded
up and fractions below 0.5 will be rounded down. Following the
implementation of the consolidation, the Company`s authorised and issued
share capital will comprise 450,000,000 ordinary shares of R0.001 each and
281,826,818 ordinary shares of R0.001 each.
The Company`s new name was registered as "PBT Group Limited". Following the
change of name, the Company`s abbreviated name will be changed from
`Wooltru` to `PBT`. The JSE Code and ISIN will also be changed to PBT and
ZAE000149712 respectively. In compliance with the JSE Listings
Requirements, the
Company `s former name will be shown in brackets under the new name for a
period of at least one year.
The salient dates and times pertaining to the proposed consolidation and
change of name are set out below:
2010
Last day to trade shares under the present share
capital and under the current name in order to be
recorded as a shareholder by the record date on Friday, 26 November
Trading in shares under the new consolidated share
capital and new name (see note 5) commences on Monday, 29 November
Record date for determining those shareholders
whose shares will be subject to the consolidation Friday, 3 December
and name change on
Forms of surrender for new certificates to be
received by the transfer secretaries by 12:00 in
order for new certificates reflecting the Friday, 3 December
consolidation and name change to be posted on
Dematerialised shareholders will have their
accounts at their CSDP or broker updated on Monday, 6 December
Notes:
1. Shares in the pre-consolidated form may not be dematerialised after
Friday, 26 November 2010.
2. Shares in the consolidated form may be dematerialised or
rematerialised as from Monday, 6 December 2010.
3. The consolidated shares will trade under the new name of "PBT Group
Limited", abbreviated name PBT, JSE share code PBT and ISIN:
ZAE000149712.
4. Posting of all new share certificates will be made after the
completion of the bonus issue, conversion, consolidation and name
change.
5. The par value for the Company`s authorised and issued shares will be
reduced from R0.05 per ordinary share to R0.00005 per ordinary share
with effect from Thursday, 25 November 2010.
6. The Company`s authorised ordinary share capital will be increased from
2,000,000,000 ordinary shares of R0.00005 each to 9,000,000,000
ordinary shares of R0.00005 per share with effect from Thursday, 25
November 2010.
5. Change of financial year-end and adoption of new articles of association
For purposes of the acquisition, the financial year-end of the Company was
changed from 30 June to 31 August.
The Company`s existing articles of association were replaced with effect
from Wednesday, 13 October 2010 with a new set of articles of association
that are consistent with the amendments to the Companies Act, 1973, the JSE
Listings Requirements, the resolutions passed at the shareholders` general
meeting and modern business practice.
6. The proposed redemption of the 6% and 6.75% preference shares and dividend
declaration
The approval of the special resolutions to convert each of the 6% and 6.75%
non redeemable cumulative preference shares to 6% and 6.75% redeemable
cumulative preference shares was approved and registered. Such preference
shares will be redeemed on Monday, 15 November 2010 at R2.00 each.
Furthermore, a pro rata dividend of 4.5 cents and 5 cents per 6% and 6.75%
preference shares respectively will be paid on Monday, 15 November 2010 to
the respective preference shareholders recorded in the Company`s share
register on Friday, 12 November 2010. The last day to trade cum dividend
will be Friday, 5 November 2010 and preference share certificates may not
be dematerialised or rematerialised after Friday, 5 November 2010.
The salient dates and times pertaining to the proposed redemption of the 6%
and the 6.75% preference shares are set out below:
Last day to trade in non-redeemable 6% Friday, 5 November
and 6.75% preference shares on
Suspension of non-redeemable 6% and
6.75% preference shares on the JSE Monday, 8 November
trading system at commencement of trade
on
Record date on Friday, 12 November
Issue of cheques to certificated Monday, 15 November
shareholders of non-redeemable 6% and
the 6.75% preference shares on or about
CSDP and broker accounts credited with Monday, 15 November
the redemption monies in respect of the
6% and 6.75% dematerialised preference
shares on
Termination of listing of non- Tuesday, 16 November
redeemable 6% and 6.75% preference
shares at commencement of trading on
Notes:
1. The 6% and 6.75% preference shares may not be dematerialised or
rematerialised after Friday, 5 November 2010.
Cape Town
29 October 2010
Sponsor and independent expert: Bridge Capital Advisors (Pty) Limited
Legal advisor to the PBT Group: Cliffe Dekker Hofmeyr Inc.
Legal advisor to Wooltru: Hilton Gischen Attorney
Reporting Accountant and auditor to PBT Group: LDP Chartered Accountants
Reporting Accountant and auditor to Wooltru: PKF (Cpt) Inc.
Transfer Secretaries: Computershare Investor Services (Pty) Limited
Wooltru Registered Office: 2nd Floor, The Hudson, 30 Hudson Street, Cape Town,
8001, P.O. Box 671, Cape Town 8000)
Sponsor: Bridge Capital Advisors (Pty) Limited, 2nd Floor, 27 Fricker Road,
Illovo Boulevard, Illovo, 2196 (PO Box 651010, Benmore, 2010)
Transfer Secretaries: Computershare Investor Services (Pty) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)
Date: 29/10/2010 07:05:02 Produced by the JSE SENS Department.
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