| Fri 26 Aug 2011, 17:39 | | JDH - John Daniel Holdings Limited - Declaration announcement in terms of a |
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JDH
JDH
JDH - John Daniel Holdings Limited - Declaration announcement in terms of a
renounceable rights offer to JDH shareholders
JOHN DANIEL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: JDH - ISIN: ZAE000136677
("the Company" or "JDH" or "the Group")
DECLARATION ANNOUNCEMENT IN TERMS OF A RENOUNCEABLE RIGHTS OFFER TO JDH
SHAREHOLDERS
TERMS OF THE RIGHTS OFFER
The Company hereby offers for subscription, by way of a renounceable rights
offer to shareholders and/or their renouncees, a total of 214 285 714 ordinary
shares with a par value of R0.01 at an issue price of 7 cents per ordinary share
in the ratio of 135.92293 new ordinary shares for every 100 JDH ordinary shares
held at the close of business on Friday, 16 September 2011. These terms vary
slightly from the terms included in the announcement dated 10 June 2011.
Shareholders recorded in the register on the record date will be entitled to
participate in the rights offer, but the rights offer does not constitute an
offer in any area of jurisdiction in which it is illegal to make such an offer
and in such circumstances, this circular and accompanying letter of allocation
are distributed for information purposes only.
All transactions arising in terms of this circular and the letter of allocation
will be governed by and be subject to the laws of the RSA.
The rights offer contained in this offering circular does not constitute an
offer in the District of Colombia, the United States, the Dominion of Canada,
the Commonwealth of Australia, Japan or in any other jurisdiction in which, or
to any person to whom, it would not be lawful to make such an offer.
Non-qualifying shareholders should consult their professional advisers to
determine whether any governmental or other consents are required or other
formalities need to be observed to allow them to take up the rights offer, or
trade their entitlement.
Shareholders holding JDH shares on behalf of persons who are non-qualifying
shareholders are responsible for ensuring that taking up the rights offer, or
trading in their entitlements under that offer, do not breach regulations in the
relevant overseas jurisdictions.
Excess applications will be allowed.
Subject to receiving formal approval from the JSE, the dates in respect of the
rights offer are accordingly as follows:
2011
Last day to trade in Shares in order to participate Friday, 9 September
in the Rights Offer (cum entitlement)
Shares commence trading ex-entitlement at 09:00 on Monday, 12 September
Listing of and trading in the Letters of Allocation Monday, 12 September
on the JSE commences at 09:00 on
Record Date for the Rights Offer Friday, 16 September
Circular and Form of Instruction, where applicable, Monday, 19 September
posted to Shareholders
Rights Offer opens at 09:00 on Monday, 19 September
Letters of Allocation credited to an electronic Monday, 19 September
account held at the Transfer Secretaries in respect
of holders of Certificated Shares
CSDP or Broker accounts credited with entitlements in Monday, 19 September
respect of holders of Dematerialised Shares
Last day for trading Letters of Allocation on the JSE Friday, 30 September
Listing of Rights Offer Shares and trading therein on Monday, 3 October
the JSE commences at 09:00 on
Rights Offer closes 12:00 on (See notes 3 and 4) Friday, 7 October
Payment to be made and Form of Instruction to be Friday, 7 October
lodged with the Transfer Secretaries by holders of
Certificated Shares by 12:00
Record date for the Letters of Allocation Friday, 7 October
Rights Offer Shares issued Monday, 10 October
CSDP or Broker accounts in respect of holders of Monday,10 October
Dematerialised Shares debited with money and updated
with Rights Offer Shares and share certificates
posted to Certificated Shareholders by registered
post on or about
Results of the Rights Offer announced on SENS Monday,10 October
Results of the Rights Offer published in the press Tuesday, 11 October
CSDP or Broker accounts in respect of holders of Wednesday, 12 October
Dematerialised Shares debited and updated with Excess
Share Allocations, if any, and share certificates or
refund cheques, if applicable, posted to Certificated
Shareholders by registered post on or about
GENERAL MEETING TIMETABLE
Last day to trade in order to be eligible to vote Friday, 23 September
Record date in order to be eligible to vote Friday, 30 September
Last day for receipt of proxy forms by 10h00 on Thursday, 6 October
General meeting to be held at 10h00 on Monday, 10 October
Results of general meeting to be published on SENS by Monday, 10 October
Notes:
1 Share certificates in respect of Shares may not be dematerialised or
rematerialised between Monday, 12 September 2011 and Friday, 16 September
2011, both days inclusive.
2 A CSDP will effect payment on a delivery versus payment method in respect
of Qualifying Shareholders holding Dematerialised Shares.
3 If you are a Qualifying Shareholder holding Dematerialised Shares you are
required to notify your duly appointed CSDP or Broker of your instructions
in respect of the Rights Offer in the manner and time stipulated in the
custody agreement governing the relationship between yourself and your CSDP
or Broker.
4 Unless otherwise indicated, all dates and times are South African dates and
times.
A separate announcement will be made in terms of the balance of the transactions
to be detailed in the rights offer circular.
Johannesburg
26 August 2011
Sponsor
Arcay Moela Sponsor (Proprietary) Limited
Date: 26/08/2011 17:39:01 Produced by the JSE SENS Department.
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