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CAT
CAT
CAT - Caxton And CTP Publishers - Annoucement to shareholders
Caxton And CTP Publishers
and Printers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share code: CAT ISIN: ZAE000043345
("CAT" or "the company")
Announcement to shareholders regarding the acquisition of 100% of the "A"
ordinary shares and 27.2 million "B" ordinary shares (68%) in the issued share
capital of Caxton Share Investments Proprietary Limited ("CSI" and "the CSI
shares")
1. Introduction
The board of directors of CAT wishes to advise shareholders that the
company has reached agreement in terms of which it will acquire the CSI
shares ("the acquisition") from Caxton Limited ("the seller"), a material
shareholder in CAT. Full details of the acquisition are contained in this
announcement.
2. Rationale for the acquisition
During 2005, CSI was formed to facilitate the introduction of a share
incentive scheme ("the share scheme") for CAT and was approved by
shareholders in a general meeting held on 4 November 2005. The share scheme
has now fulfilled its purpose and the directors of the seller and CAT have
resolved to unwind the structure in terms of which the share scheme was
implemented. As part of the process, CAT has offered to acquire the CSI
shares and the seller has accepted the offer. The remaining 12.8 million
"B" ordinary shares in CSI will be repurchased by CSI in terms of section
48 of the Companies Act, 2008 and CSI will accordingly be constituted as a
wholly owned subsidiary of CAT.
3. Details of the acquisition
CAT will acquire the CSI shares with effect from 1 July 2011 for an amount
of R136 001 000, payable in cash against delivery of the relevant documents
of title in respect of the CSI shares to CAT. The sole assets of CSI are 40
million ordinary shares in CAT and the consideration for the CSI shares is
based upon the market value of the underlying CAT shares held by CSI, less
R10 per share, representing the indebtedness of CSI to CAT per underlying
share held by CSI in CAT.
4. Related party transaction
As the seller is a material shareholder in the company and the
consideration equates to 1.95% of the market capitalisation of CAT, the
acquisition is classified as a small related party transaction in terms of
the Listings Requirements of the Johannesburg Stock Exchange ("JSE"). The
transaction accordingly requires confirmation from an independent
professional expert ("the IPE") that the terms of the acquisition are fair
as far as the shareholders of the company are concerned. PKF Corporate
Finance Proprietary Limited has been appointed as the IPE and has provided
the directors of CSI and the JSE with written confirmation to the above
effect. Its report will lie for inspection at the registered office of CSI
for a period of 28 days from the date of this announcement.
5. Financial effects of the acquisition
The financial effects of the acquisition are not significant.
By order of the board
Johannesburg
28 September 2011
Sponsor
Arcay Moela
Independent Professional Expert
PKF Corporate Finance
Date: 28/09/2011 08:00:01 Produced by the JSE SENS Department.
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