| Fri 28 Oct 2011, 16:36 | | SPG - Super Group Limited - Proposed consolidation of share capital odd- |
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SPG
SPG
SPG - Super Group Limited - Proposed consolidation of share capital, odd-
lot offer and specific offer
Super Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG
ISIN: ZAE000011334
("Super Group" or "the Company")
PROPOSED CONSOLIDATION OF SHARE CAPITAL, ODD-LOT OFFER AND SPECIFIC OFFER
1. INTRODUCTION
Shareholders of Super Group ("shareholders") are advised of the
proposed restructuring of the authorised and issued share capital of
the Company by the consolidation of every 10 Super Group ordinary
shares ("shares") with a par value of 10 cents each into 1 share
with a par value of 100 cents each (the "consolidation"); an offer
to shareholders holding, individually, in aggregate fewer than 100
shares (pre-consolidation) and fewer than 10 shares (post-
consolidation) in the share capital of the Company ("odd-lot
holders") at the offer price, which will be determined as set out in
paragraph 3 below (the "odd-lot offer"); and an offer to
shareholders holding, individually, in aggregate 100 shares or more
but fewer than 1 000 shares (pre-consolidation) and 10 or more
shares but less than 100 shares (post-consolidation) in the share
capital of the Company (the "specific offer shareholders") at the
offer price (the "specific offer").
2. RATIONALE FOR THE CONSOLIDATION, THE ODD-LOT OFFER AND THE SPECIFIC
OFFER
The consolidation, the odd-lot offer and the specific offer are
being proposed by the board of directors of Super Group (the
"Board") for the following reasons:
2.1 In the opinion of the Board, shares that trade below R1.00 have
a much higher spread between the bid-to-buy price and the offer-
to-sell price which can result in significant movements in the
share price on small volumes traded. This in turn causes
instability in the market capitalisation of the Company and
ultimately effects shareholder value. This may therefore
discourage potential investors.
2.2 In the view of the Board, by consolidating the number of
shares, it is expected that there will be a narrowing of the
spread between the bid-to-buy price and the offer-to-sell price
resulting in a more stable market capitalisation of the
Company.
2.3 This has the effect of:
2.3.1 providing additional confidence to existing shareholders;
and
2.3.2 increasing the attractiveness of the Company to potential
investors.
2.4 Assuming the consolidation is implemented, 3 895 out of 10 081
registered shareholders, being approximately 38.6% of the total
number of shareholders as at 31 August holding fewer than 100
shares (post-consolidation), will hold approximately 42 657
shares (post-consolidation) which constitutes only 0.01% of the
total number of shares in issue (post-consolidation). In order
to reduce the substantial recurring costs of administration
connected with this large number of small shareholders, the
Board has proposed the implementation of the odd-lot offer and
the specific offer to facilitate the reduction in the number of
shareholders holding small holdings in Super Group in an
equitable manner.
3. THE OFFER PRICE
The offer price will be determined by using the 5-day volume
weighted average price of the shares traded on the securities
exchange operated by the JSE Limited up to the close of business on
the day prior to the odd-lot offer last day to trade, which is
expected to be on Wednesday, 28 December 2011, plus a 5% premium.
An announcement will be released on SENS and published in the South
African press, once the offer price has been finalised.
4. NEW ISIN
Assuming the consolidation is implemented, the Company`s ISIN will
be changed to ZAE000161832 which will become effective on Friday, 9
December 2011, which is the expected commencement date for trading
in Super Group shares under the Company`s new consolidated share
capital.
5. PROPOSED SALIENT DATES AND TIMES OF THE CONSOLIDATION
The proposed salient dates and times of the consolidation are set
out below:
2011
Circular, Integrated Report and notice of annual Friday, 28 October
general meeting distributed to shareholders
Release of notice of annual general meeting and Friday, 28 October
consolidation declaration announcement relating
to the consolidation (including the new ISIN
ZAE000161832) on SENS
Publication of notice of annual general meeting Monday, 31 October
and consolidation declaration announcement
relating to the consolidation (including the new
ISIN ZAE000161832) in the South African press
Last day to trade to be on the register to be Friday, 11 November
able to participate and vote at the annual
general meeting
Record date to be able to participate and vote Friday, 18 November
at the annual general meeting
Last day for lodging forms of proxy by 09:00 on Wednesday, 23 November
Annual general meeting of shareholders to be Friday, 25 November
held at 09:00 on
Results of annual general meeting released on Friday, 25 November
SENS on
Results of annual general meeting released in Monday, 28 November
the South African press on
Receive CIPC registrations of special Wednesday, 30 November
resolutions by this date
PLEASE NOTE THAT THE DATES PROVIDED BELOW RELATING TO THE CONSOLIDATION
ARE SUBJECT TO SPECIAL RESOLUTIONS BEING REGISTERED BY CIPC AND THE JSE
BEING PROVIDED WITH A CERTIFIED COPY OF THE SPECIAL RESOLUTIONS AS
REGISTERED BY CIPC. THE TIMETABLE BELOW IN RESPECT OF THE CONSOLIDATION
WILL HAVE TO BE AMENDED SHOULD REGISTRATION OF THE RESOLUTIONS BY CIPC
NOT HAVE BEEN RECEIVED BY THIS DATE.
Release of finalisation information in respect Thursday, 1 December
of the consolidation on SENS
Publication of finalisation information in
respect of the consolidation in the South Friday, 2 December
African press
Last day to trade under the present share
capital in order to be recorded as a shareholder Thursday, 8 December
by the record date on
Trading in shares under the new consolidated Friday, 9 December
share capital commences on
Record date to determine those shareholders
whose shares will be subject to the Thursday, 15 December
consolidation on
Forms of surrender for the consolidation to be
received by the transfer secretaries, in order
for new certificates reflecting the Thursday, 15 December
consolidation to be posted to certificated
shareholders on Monday, 9 January 2012(see note
4), by 12:00 on
Dematerialised shareholders will have their
accounts at their CSDP or broker updated on Monday, 19 December
2012
Date of issue of new replacement share
certificates provided that the old share Monday, 9 January
certificates have been lodged by 12:00 on the
record date on or about
Notes:
1. The specified dates and times are South African and are subject
to amendment. Any such amendment will be released on SENS and
published in the South African press.
2. Shares in the pre-consolidated form may not be dematerialised
after the last day to trade prior to the consolidation,
expected to be Thursday, 8 December 2011.
3. Shares in the consolidated form may be dematerialised or
rematerialised as from the day after the new share certificates
have been issued, expected to be Monday, 9 January 2012.
4. Shareholders are advised that the date referred to in the
circular posted to shareholders on 28 October 2011 was
incorrectly stated.
6. PROPOSED SALIENT DATES AND TIMES OF THE ODD-LOT OFFER AND THE
SPECIFIC OFFER
The proposed salient dates and times of the odd-lot offer and the
specific offer are set out below:
2011
Circular, Integrated Report and notice of
annual general meeting distributed to Friday, 28 October
shareholders
Release of notice of annual general meeting and
declaration announcement relating to the odd- Friday, 28 October
lot offer and the specific offer on SENS
Publication of notice of annual general meeting
and declaration announcement relating to the Monday, 31 October
odd-lot offer and the specific offer in the
South African press
Last day to trade to be on the register to be
able to participate and vote at the annual Friday, 11 November
general meeting
Record date to be able to participate and vote Friday, 18 November
at the annual general meeting
Last day for lodging forms of proxy by 09:00 on Wednesday, 23 November
Annual general meeting of shareholders to be Friday, 25 November
held at 09:00 on
Results of annual general meeting released on Friday, 25 November
SENS on
Results of annual general meeting published in Monday, 28 November
the South African press on
Odd-lot offer and specific offer opens at 09:00 To be advised on SENS
on a date to be advised following the
registration of the special resolutions at CIPC
PLEASE NOTE THAT THE DATES PROVIDED BELOW RELATING TO THE ODD-LOT OFFER
AND THE SPECIFIC OFFER ARE SUBJECT TO SPECIAL RESOLUTIONS BEING
REGISTERED BY CIPC AND THE JSE BEING PROVIDED WITH CERTIFIED COPIES OF
THE SPECIAL RESOLUTIONS AS REGISTERED BY CIPC. THE TIMETABLE BELOW IN
RESPECT OF THE ODD-LOT OFFER WILL HAVE TO BE AMENDED SHOULD REGISTRATION
OF THE RESOLUTIONS BY CIPC NOT HAVE BEEN RECEIVED BY THIS DATE.
Offer price finalised and announced on SENS Thursday, 29 December
Last day to trade in Super Group shares in
order to be eligible to participate in the odd- Thursday, 29 December
lot offer and the specific offer
Shares trade "ex" the odd-lot offer and the Friday, 30 December
specific offer
Offer price published in the South African Friday, 30 December
press
2012
Forms of election and surrender for the odd-lot
offer and the specific offer to be received by Friday, 6 January
the transfer secretaries by 12:00 on
Odd-lot offer and the specific offer closes at Friday, 6 January
12:00 on
Record date for the odd-lot offer and the
specific offer to determine the shareholders
entitled to participate in the odd-lot offer Friday, 6 January
and the specific offer
Implementation of the odd-lot offer and the
specific offer takes effect at commencement of Monday, 9 January
business on
Odd-lot holders and specific offer shareholders
with dematerialised shares have their accounts
held at their CSDP or broker credited with the
cash amount, unless odd-lot holders and
specific offer shareholders have elected to Monday, 9 January
retain their holdings, and where no election
has been made by specific offer shareholders,
on
Cheques posted in respect of the sale of odd-
lot holdings by odd-lot holders and the sale of
holdings by specific offer shareholders with Monday, 9 January
certificated shares, at the risk of such
holders, on or about
Results of the odd-lot offer and specific offer Monday, 9 January
released on SENS on
Results of the odd-lot offer and specific offer
published in the South African press on Tuesday, 10 January
Notes:
1. The specified dates and times are subject to change. Any
changes will be released on SENS and published in the South
African press.
2. Shareholders may not dematerialise or rematerialise their
shares between Friday, 30 December 2011 and Friday, 6 January
2012, both dates inclusive.
3. In the case of odd-lot holders of certificated shares, who
elect to sell their odd-lot holding or who elect to retain
their odd-lot holding, and specific offer shareholders who
accept the specific offer, cheques will be posted at the risk
of such odd-lot holders and specific offer shareholders on or
about Monday, 9 January 2012 or within five business days after
the receipt of such documents of title by the transfer
secretaries, whichever is the later.
4. Shareholders who wish to retain their odd-lot holdings must
lodge the form of election and surrender for the odd-lot offer
contained in the circular by 12:00 on the odd-lot offer record
date expected to be Friday, 6 January 2012, failing which their
shares will be purchased by Super Group.
5. Certificated shareholders who did not qualify for the odd-lot
offer or specific offer should note that they will not receive
new share certificates in consolidated form until the odd-lot
offer and specific offer have been implemented.
6. Those specific offer shareholders who do not make an election
will automatically be regarded as not having accepted the
specific offer.
7. NOTICE OF ANNUAL GENERAL MEETING, POSTING OF CIRCULAR AND THE
INTEGRATED ANNUAL REPORT
Notice is hereby given that the annual general meeting of Super
Group shareholders will be held at the Company`s registered office
at 27 Impala Road, Chislehurston, Sandton, 2146 on Friday, 25
November 2011 at 09h00 to transact the business as stated in the
notice of the annual general meeting and for the purpose of, inter
alia, obtaining the necessary approvals to give effect to the
consolidation, odd-lot offer and the specific offer.
The circular relating to the consolidation, the odd-lot offer and
the specific offer was distributed to shareholders today together
with the Company`s Integrated Annual Report. Abridged financial
statements will not be published as the Company`s reviewed results
for the year ended 30 June 2011 published on SENS on 16 August 2011
is unchanged. Copies of the circular and the Integrated Annual
Report can be obtained from the registered office of the Company and
the Company`s transfer secretaries. The Integrated Annual Report is
also available on Super Group`s website (www.supergroup.co.za). The
annual financial statements are audited by KPMG Inc. whose
unmodified report is available for inspection at the registered
office of the Company.
The Board has determined, in accordance with section 59 of the
Companies Act, 71 of 2008, as amended, that the record date for
shareholders to be recorded as shareholders in the securities
register of the Company in order to: (i) be entitled to receive this
notice of annual general meeting is Friday, 21 October 2011, and
(ii) be entitled to attend, participate and vote at the annual
general meeting is Friday, 18 November 2011. The last date to trade
to be entitled to attend, participate and vote at the annual general
meeting is Friday, 11 November 2011.
Should you have any queries please contact:
Nigel Redford
+27(0)11 523 4000
28 October 2011
Sandton
Sponsor Corporate law advisers
Deutsche Securities (SA) (Proprietary) Limited Fluxmans Inc.
Date: 28/10/2011 16:36:02 Produced by the JSE SENS Department.
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