| Tue 12 Jun 2012, 16:00 | | NCS - Nictus - Cautionary announcement relating to an unbundling |
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NCS
NCS
NCS - Nictus - Cautionary announcement relating to an unbundling
NICTUS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/001858/06)
JSE Share code: NCS
NSX Share code: NCT
ISIN Code NA0009123481
("Nictus" or "the Company")
1. Introduction
Nictus shareholders ("Shareholders") are advised that the board of directors
of Nictus ("Board") has resolved to investigate a proposal in terms of which
all the shares that Nictus holds in Nictus Holdings Limited ("Nictus
Namibia") be distributed to Shareholders, in the entitlement ratio of 1:1,
in terms of section 46 and section 112 read together with section 115 of the
South African Companies Act, 2008, as amended ("SA Act") and in accordance
with the relevant Namibian and South African taxation
requirements("Unbundling").
It is Nictus Namibia`s intention that subject to the fulfilment of the
conditions precedent to the Unbundling and the approval of the Namibian
Stock Exchange ("NSX"), the unbundled Nictus Namibia shares will be listed
on the NSX. In addition, Nictus will retain its secondary listing on the
NSX.
2. Rationale for the Unbundling
The Board has undertaken an extensive strategic review of the Company and
its current Namibian and South African operations and has concluded that it
is preferable for the Namibian and South African operations to be separately
listed on the respective stock exchanges of the countries in which they
operate. In order to achieve this objective, the Board proposes to unbundle
its Namibian operations and list them separately on the NSX. The unbundling
and simultaneous listing of Nictus Namibia on the NSX will enhance the
strategic flexibility of the Namibian and South African operations and will
enable the two separately listed entities to embark on their own strategy to
grow within their respective commercial and regulatory environments.
The Board believes that the Unbundling will further enhance Shareholder
value by giving Shareholders improved exposure to the intrinsic value of the
two separately listed entities.
3. Suspensive conditions to the Unbundling
The Unbundling is subject to the following conditions precedent:
- the passing by the requisite majority of Shareholders at the
General Meeting of the ordinary and special resolutions required
to implement the Unbundling;
- that none of the special resolutions are retracted or treated as a
nullity;
- the obtaining of all regulatory approvals, to the extent required;
- the approval by the NSX for the listing of the unbundled Nictus
Namibia shares on the NSX; and
- confirmation by the JSE Limited ("JSE") that it has been satisfied
that, immediately subsequent to the Unbundling, Nictus will comply
with the Main Board Listings Requirements of the JSE.
4. Cautionary announcement
Nothing contained in this announcement constitutes a firm intention to
implement an affected transaction, as contemplated in Part A of the SA Act,
nor should it in any circumstances be construed as such. A further
announcement will be released on SENS and in the press once the full terms
and salient dates of the Unbundling have been finalised. Accordingly,
Shareholders are advised to exercise caution when dealing in the Company`s
securities until a further announcement in this regard is published.
Johannesburg
12 June 2012
Corporate advisor, sponsor and joint tax advisor: KPMG Services Proprietary
Limited
Namibian legal advisors: Theunissen, Louw & Partners
South African legal advisors and joint tax advisor: Webber Wentzel
Reporting accountants and auditors: KPMG Inc.
Sponsor on the NSX: Simonis Storm Securities (Member of the NSX)
Date: 12/06/2012 16:00:03 Produced by the JSE SENS Department.
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