| Wed 24 Aug 2011, 11:17 | | ZED - Zeder Investments Limited - Notice to all shareholders of Capespan |
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ZED
ZED
ZED - Zeder Investments Limited - Notice to all shareholders of Capespan
Group Limited ("Capespan") regarding the cash offer by Zeder Investments
Limited
ZEDER INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2006/019240/06
Share Code: ZED
ISIN Number: ZAE000088431
("Zeder")
NOTICE TO ALL SHAREHOLDERS OF CAPESPAN GROUP LIMITED ("Capespan") REGARDING
THE CASH OFFER BY ZEDER INVESTMENTS LIMITED ("ZEDER")
Capespan shareholders are referred to the announcement released on SENS on
Tuesday, 14 June 2011 ("Initial Announcement"), the joint announcement
published in the press on Wednesday, 15 June 2011 and to the circular issued
by Zeder to all Capespan shareholders on 12 July 2011 ("the Circular").
Pursuant to the Circular, Zeder (acting through its nominee Zeder Financial
Services Limited) made a cash offer to all Capespan shareholders, other than
Zeder Financial Services Limited, to purchase all or part of their Capespan
shares at 225 cents per Capespan share ("the Offer"). In addition, Zeder
also advised Capespan shareholders that it would continue to acquire
Capespan shares in the market at 225 cents per Capespan share until such
time as Zeder increased its shareholding in Capespan to 49% or the Offer
closed, whichever is the earlier ("Market Purchases").
As at the date of the Initial Announcement, Zeder (through Zeder Financial
Services Limited) held approximately 27.7% of the share capital of Capespan.
Pursuant to the irrevocable acceptances submitted in terms of the Offer,
irrevocable undertakings submitted to accept the Offer and the Market
Purchases, Zeder (through Zeder Financial Services Limited) will increase
its shareholding in Capespan to 39.3%, as at the date of this announcement
(when all shares are transferred into the name of Zeder Financial Services
Limited). Accordingly, Zeder (through Zeder Financial Services Limited) now
holds approximately 40% in Capespan.
Capespan shareholders are hereby advised that all conditions precedent set
out in the Circular have either been waived or fulfilled and therefore the
Offer has become unconditional. A notice to Capespan shareholders regarding
the fulfillment and waiver of the conditions precedent will be posted to
Capespan shareholders tomorrow, Thursday 25 August 2011.
In accordance with paragraph 2.3 of the Circular, Capespan shareholders are
further advised that the new closing date and time of the Offer will now be
at 12:00 on Friday, 9 September 2011 ("the Revised Closing Date"). Therefore
Capespan shareholders that still wish to accept the Offer should do so in
accordance with the procedure set out in the Circular prior to the
aforementioned Revised Closing Date.
Accordingly the salient dates and times as set out in the Circular have been
amended as follows:
Record date, being the final date upon which Friday, 9 September 2011
Capespan shareholders must be recorded in the
register of Capespan shareholders in order to
be eligible to participate in the Offer, on
Offer closes at 12:00 on (closing date) on Friday, 9 September 2011
Results of Offer to be published on SENS on Monday, 12 September 2011
Results of Offer to be published in the press Tuesday, 13 September 2011
on
Cheques posted to or Offer consideration Within six business days of
credited to the Offer participant`s account at valid acceptance of the Offer
his CSDP or broker (as the case may be) in or the date of this
cases where the shares surrendered are held by announcement if already
such CSDP or broker as nominee for the Offer validly accepted
participant, or cheques posted to or Offer
consideration credited to the bank accounts of
the Offer participants (who hold their own
share certificates) at the Offer participant`s
own risk, in settlement of the Offer
consideration (subject to receipt by the
transfer secretaries of the relevant share
certificates or acceptance of a suitable
indemnity)
(See note 5)
Notes:
(1) All dates and times are subject to amendment by Zeder. Any such change
will similarly be announced on SENS and in the press.
(2) Capespan shareholders and/or their CSDPs or brokers are required to
complete and return the form of acceptance, surrender and transfer
(blue) in accordance with the instructions contained therein to be
received by the transfer secretaries by not later than 12:00 on the
closing date.
(3) All times indicated above are South African times.
(4) Capespan shareholders whose Capespan shares are held by their CSDPs or
brokers, as nominee, must notify their CSDP or broker of their
acceptance of the Offer in the manner and time stipulated in the
custody agreements governing the relationships between such Capespan
shareholders and the CSDP or broker.
(5) The deemed effective date of disposal of Capespan shares by Offer
participants will be the date that the Offer consideration is credited
to the Offer participant`s account or the date that the cheque in
payment of the Offer consideration is posted to the Offer participants,
as the case may be.
(6) As the salient dates and times are subject to change, they may not be
regarded as a consent or dispensation for any time periods which may be
required in terms of the Companies Regulations, where applicable, and
any such consents or dispensations must be specifically applied for,
and granted by the TRP.
The directors of Zeder:
* collectively and individually accept full responsibility for the
accuracy of the information given in announcement;
* certify that, to the best of their knowledge and belief, the
information in this announcement is true and correct; and
* certify that, the announcement does not omit anything likely to
affect the importance of the information disclosed.
Any queries with regards to the content of this announcement or the notice
sent to Capespan shareholders can be directed to Mr. David Tosi of PSG
Capital at (021) 887 9602 or email at davidt@psgcapital.com.
Stellenbosch
24 August 2011
Corporate advisor and Sponsor to Zeder: PSG Capital
Legal advisor to Zeder: Cliffe Dekker Hofmeyr Incorporated
Date: 24/08/2011 11:17:01 Produced by the JSE SENS Department.
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