| Fri 17 Dec 2010, 15:00 | | TDH - Tradehold Limited - Posting of notice of general meeting relating to the |
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TDH
TDH
TDH - Tradehold Limited - Posting of notice of general meeting relating to the
proposed share consolidation, rights offer and matters related thereto and
renewal of cautionary announcement
Tradehold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
JSE share code: TDH
ISIN: ZAE000026902
("Tradehold" or "the Company")
POSTING OF NOTICE OF GENERAL MEETING RELATING TO THE PROPOSED SHARE
CONSOLIDATION, RIGHTS OFFER AND MATTERS RELATED THERETO AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
1 SHARE CONSOLIDATION
Tradehold shareholders are advised that the board of directors of the
Company have resolved, subject to the necessary shareholder approval, to
consolidate the authorised and issued ordinary share capital and non-
convertible non-participating non-transferable redeemable preference share
capital of the Company on the basis of 1 share for every 10 shares held
("Consolidation"). The consolidation is aimed at reducing the large number
of issued and unissued shares in the Company and increasing the price per
share at which ordinary shares in the Company are traded on the exchange
operated by the JSE Limited ("JSE").
2 RIGHTS OFFER
Tradehold shareholders are referred to the announcement released on the
Securities Exchange News Service of the JSE ("SENS") on Tuesday, 16
November 2010 and published in the press on Wednesday, 17 November 2010
wherein shareholders were advised of a proposed capital raising in the
amount of up to R650 million by way of a rights offer ("Rights Offer") in
order to strengthen the Company`s balance sheet, allow for the repayment of
loans and provide working capital for future expansion.
3 NOTICE OF GENERAL MEETING
Shareholders are advised that a circular incorporating a notice of general
meeting has been posted to shareholders of the Company on Friday, 17
December 2010, detailing the proposed ordinary and special resolutions that
are required to be considered, and if deemed fit, to be passed by the
shareholders of the Company, with or without modification, in order to
implement the Consolidation and Rights Offer.
The general meeting will be held at the Company`s registered office at 36
Stellenberg Road, Parow Industria, 7493, at 10:00 on Monday, 10 January
2011.
4 PROPOSED SALIENT DATES AND TIMES OF THE CONSOLIDATION
2010
Circular posted to shareholders on Friday, 17 December
2011
Last day for shareholders to lodge forms of proxy Thursday, 6 January
for the general meeting (by 10:00)
General meeting to be held at 10:00 on Monday, 10 January
Results of the general meeting to be released on Monday, 10 January
SENS on
Results of the general meeting to be published in Tuesday, 11 January
the press on
Special resolutions registered by the Companies and Thursday, 20 January
Intellectual Property Registration Office ("CIPRO")
by close of business on
Finalisation announcement released on SENS on Friday, 21 January
Finalisation announcement to be published in the Monday, 24 January
press on
Last day to trade shares under the pre-consolidated Friday, 28 January
share capital in order to be recorded as a
shareholder by the record date on
Trading in shares under the new consolidated share Monday, 31 January
capital with ISIN ZAE000152658 commences on
Record date for determining those shareholders Friday, 4 February
whose shares will be subject to the Consolidation
on
Forms of surrender for existing share certificates Friday, 4 February
to be received by the Tradehold`s transfer
secretaries by 12:00 in order for new share
certificates reflecting the consolidation to be
posted on or about Monday, 7 February 2011
Dematerialised shareholders will have their Monday, 7 February
accounts at their Central Securities Depository
Participant ("CSDP") or broker updated on
Date of issue of new share certificates provided Monday, 7 February
existing share certificates have been received by
Tradehold`s transfer secretaries by 12:00 on 4
February 2011
(New share certificates will be posted within 5
(five) business days from the date the existing
share certificates are received by Tradehold`s
transfer secretaries, if such receipt is after
12:00 on 4 February 2011)
Notes:
1 All times referred to in this announcement are local times in the
Republic of South Africa on a 24 hour basis.
2 The above dates could be varied. Any material variation to the above
dates and times will be announced on SENS and published in the press.
3 Dematerialised shareholders, other than own name dematerialised
shareholders, must provide their CSDP or broker with their
instructions for voting at the general meeting, or, if they wish to
attend the general meeting, must request their CSDP or broker to issue
the necessary letter of representation to them, by the cut-off time
stipulated in the relevant custody agreement between them and their
CSDP or broker.
4 Share certificates in the pre-consolidated form may not be
dematerialised or rematerialised after Friday, 28 January 2011.
5 Shares in the consolidated form may be dematerialised or
rematerialised as from Monday, 7 February 2011.
5 RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement released on SENS on Tuesday, 16
November 2010 and published in the press on Wednesday, 17 November 2010,
shareholders of the Company are advised to continue to exercise caution
when dealing in Tradehold`s securities until a detailed announcement
regarding the terms of the Rights Offer is made.
A detailed circular will be circulated to shareholders of the Company,
setting out the particulars of the Rights Offer, as soon as practicable
after the general meeting, provided that all resolutions necessary to give
effect to the Consolidation and Rights Offer are passed by the requisite
majority of shareholders and, to the extent necessary, are registered by
CIPRO.
Parow Industria
17 December 2010
Corporate advisor Transaction and lead sponsor
Bravura Equity Services
(Proprietary) Limited Deloitte & Touche Sponsor Services
(Proprietary) Limited
Attorneys Investment bank to Tradehold
Werksmans Incorporated The Hongkong and Shanghai Banking
Corporation Limited - Johannesburg
Branch (HSBC)
Company sponsor
Barnard Jacobs Mellet Corporate
Finance (Proprietary) Limited
Date: 17/12/2010 15:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
