| Fri 30 Sep 2011, 10:44 | | ARHP - Anglorand Holdings Limited - Proposed delisting of Anglorand and |
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JSE ARHP
ARHP
ARHP - Anglorand Holdings Limited - Proposed delisting of Anglorand and
offer to minorities and cautionary announcement
Anglorand Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1905/002423/06)
("Anglorand" or "the Company")
ISIN: ZAE000015210 Share Code: ARHP
PROPOSED DELISTING OF ANGLORAND AND OFFER TO MINORITIES AND CAUTIONARY
ANNOUNCEMENT
1. Introduction
Arcay Moela Sponsors is authorised to announce that the board of
directors of Anglorand ("the Anglorand Board") has resolved to seek
the approval of all holders of Anglorand cumulative preference
shares ("Anglorand shareholders") at a general meeting convened for
the purpose of the delisting of the company`s securities from the
JSE, subject to the conditions precedent set out in paragraph 3 of
this announcement ("the general meeting").
2. Rationale for the Delisting
The board has taken the following factors into account in regard to
the proposed delisting:
* the largest shareholders hold approximately 90.86% of
Anglorand`s issued cumulative preference share capital;
* of the remaining 9.14% held by the general public and
directors, most shareholders are inactive, which has resulted
in very low levels of trade in the company`s securities on the
JSE;
* the company does not expect to raise capital during the next
couple of years;
* as a result of the above, the benefits of listing are out of
proportion to the management time and expense pertaining
thereto
The delisting will be effected by way of an application to the
listings division of the JSE in terms of paragraph 1.13 of the JSE
Listings Requirements and approval by the requisite majority of
shareholders in the general meeting. Neither the controlling
shareholders nor any parties associated with the controlling
shareholders may vote on the resolution approving the delisting of
the company.
3. Conditions Precedent
The offer and the delisting of the company from the JSE are subject
to the following conditions precedent:
* The furnishing by the JSE of consent and authorities required
in respect of the offer and delisting of the company;
* The passing at the general meeting by the requisite
majority of Anglorand cumulative preference shareholders,
excluding the controlling shareholders, of the ordinary
resolution required to implement the delisting.
4. Opinions
In accordance with the JSE Listings Requirements, the Anglorand
Board has appointed an Independent Professional Expert to review the
terms and conditions of the offer to ensure that the offer is fair.
The opinion of the Independent Professional Expert will be included
in the circular to shareholders.
5. Terms of the offer
Hamlet investment has made an offer to cumulative preference
shareholders to acquire all or part of the Anglorand preference
shares for a purchase consideration of 200 cents per share, which
offer is subject to the approval of cumulative preference
shareholders in general meeting of the proposed delisting of the
Anglorand preference shares from the JSE.
6. Cash Confirmation to the JSE
Anglorand provided guarantees acceptable to the JSE that it has
sufficient cash resources available to it to meet all of its
financial obligations in terms of the offer.
7. Salient dates and times
2011
Last day to trade in order to be eligible to vote at Friday, 14 October
the general meeting
Record date Friday, 21 October
Last day to lodge forms of proxy by 11h00 Monday, 31 October
Offer opens Tuesday, 1 November
Extraordinary general meeting of cumulative Tuesday, 1 November
preference shareholders to be held at 11h00
Results of extraordinary general meeting and Tuesday, 1 November
finalisation announcement published on SENS
Results of extraordinary general meeting and Wednesday, 2 November
finalisation announcement published in Press
Last day to trade in order to be eligible to accept Thursday, 8 December
the offer
Preference shares suspended at commencement of trade Friday, 9 December
Record date of the offer Thursday, 15 December
Dematerialised shareholders who have accepted the Monday, 19 December
offer will have their accounts credited within 6 days
of receipt by the transfer secretaries with the
latest payment being made on or about
Certificated shareholders who have accepted the offer Monday, 19 December
will have their accounts credited within 6 days of
receipt by the transfer secretaries once the offer
becomes unconditional, with the latest payment being
made on or about
Termination of listing of the preference shares from Tuesday, 20 December
commencement of business
Offer closes at 12h00 Thursday, 15 December
8. Cautionary announcement
Shareholders are advised that the abovementioned proposed
transaction may have a material effect on the price of Anglorand`s
securities. Accordingly, shareholders are advised to exercise
caution when dealing in the Company`s securities until a further
announcement is made.
Johannesburg
30 September 2011
Sponsor
Arcay Moela Sponsors (Pty) Limited
Date: 30/09/2011 10:44:01 Produced by the JSE SENS Department.
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