| Thu 8 Dec 2011, 8:00 | | SPG - Super Group Limited - Finalisation announcement: proposed |
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SPG
SPG
SPG - Super Group Limited - Finalisation announcement: 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")
FINALISATION ANNOUNCEMENT: PROPOSED CONSOLIDATION OF SHARE CAPITAL, ODD-LOT
OFFER AND SPECIFIC OFFER
1. INTRODUCTION
Shareholders of Super Group are referred to the announcement and the
circular to shareholders dated 28 October 2011 and further
announcements dated 25 November 2011 and 1 December 2011, relating to
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 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 at the offer price (the "specific offer").
2. FULFILMENT OF CONDITIONS PRECEDENT
Shareholders are advised that the special resolutions relating to the
consolidation, the odd-lot offer and the specific offer have been
registered by the Companies and Intellectual Property Commission and
certified copies of such resolutions have been lodged with the JSE
Limited ("JSE").
All the conditions precedent to the odd-lot offer and the specific
offer, as set out in the circular dated 28 October 2011, have been
fulfilled. Accordingly, the consolidation, the odd-lot offer and the
specific offer will be implemented in terms of the timetable set out in
paragraph 4 below.
3. THE OFFER PRICE
The offer price for the odd-lot offer and the specific offer will be
determined by applying the 5-day volume weighted average price of
shares traded on the securities exchange operated by the JSE up to the
close of business on the day prior to the last day to trade for the odd-
lot offer and the specific offer, which is expected to be on Thursday,
5 January 2012, plus a 5% premium. An announcement will be released on
SENS on Friday, 6 January 2012 once the offer price has been finalised.
4. SALIENT DATES AND TIMES
The salient dates and times in respect of the consolidation, odd-lot
offer and the specific offer are as follows:
2011
Release of finalisation information in respect of Thursday, 8 December
the consolidation on SENS
Publication of finalisation information in respect Friday, 9 December
of the consolidation in the South African press
Odd-lot offer and specific offer opens at 09:00 Friday, 9 December
Last day to trade under the present share capital Thursday, 15 December
in order to be recorded as a shareholder by the
record date
Trading in shares under the new consolidated share Monday, 19 December
capital (ISIN ZAE000161832) commences on
Record date to determine those shareholders whose Friday, 23 December
shares will be subject to the consolidation
Forms of surrender for the consolidation to be Friday, 23 December
received by the transfer secretaries, in order for
new certificates reflecting the consolidation to be
posted to certificated shareholders on Monday, 16
January 2012, by 12:00 on
Dematerialised shareholders will have their Tuesday, 27 December
accounts at their CSDP or broker updated on
2012
Offer price finalised and announced on SENS Friday, 6 January
Last day to trade in Super Group shares in order to Friday, 6 January
be eligible to participate in the odd-lot offer and
the specific offer
Shares trade "ex" the odd-lot offer and the Monday, 9 January
specific offer
Offer price published in the South African press Monday, 9 January
Forms of election and surrender for the odd-lot Friday, 13 January
offer and the specific offer to be received by the
transfer secretaries by 12:00 on
Odd-lot offer and the specific offer closes at Friday, 13 January
12:00 on
Record date for the odd-lot offer and the specific Friday, 13 January
offer to determine the shareholders entitled to
participate in the odd-lot offer and the specific
offer
Implementation of the odd-lot offer and the Monday, 16 January
specific offer takes effect at commencement of
business on
Date of issue of new replacement share certificates Monday, 16 January
provided that the old share certificates have been
lodged by 12:00 on the record date on or about
Odd-lot holders and specific offer shareholders Monday, 16 January
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 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 Monday, 16 January
holdings by odd-lot holders and the sale of
holdings by specific offer shareholders with
certificated shares, at the risk of such holders,
on or about
Results of the odd-lot offer and specific offer Monday, 16 January
released on SENS on
Results of the odd-lot offer and specific offer Tuesday, 17 January
published in the South African press on
Notes:
1. The specified dates and times are South African.
2. Shares in the pre-consolidated form may not be dematerialised
after Thursday, 15 December 2011.
3. Shares in the consolidated form may be dematerialised or
rematerialised as from Monday, 16 January 2012.
4. Shareholders may not dematerialise or rematerialise their shares
between Monday, 9 January 2012 and Friday, 13 January 2012, both
dates inclusive.
5. 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, 16 January
2012 or within five business days after the receipt of such
documents of title by the transfer secretaries, whichever is the
later.
6. 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, Friday,
13 January 2012, failing which their shares will be purchased by
Super Group.
7. Those specific offer shareholders who do not make an election will
automatically be regarded as not having accepted the specific
offer.
8. 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.
8 December 2011
Sandton
Sponsor Corporate law advisers
Deutsche Securities (SA) (Proprietary) Limited Fluxmans Inc.
Date: 08/12/2011 08:00:01 Produced by the JSE SENS Department.
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