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Tradehold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
("Tradehold" or "the company")
Share code: TDH
ISIN code: ZAE000026902
Salient terms of the rights offer by Tradehold to raise approximately R555
million ("the rights offer") and announcement of the record date
1. Introduction
Shareholders are advised that the board of directors of Tradehold has
resolved to raise approximately R555 million by way of a rights offer of new
Tradehold shares to shareholders of Tradehold.
2. The purpose of the rights offer
The purpose of the rights offer is to redeem the company's South African
debt of approximately R555 million.
3. Salient terms of the rights offer and record date
3.1 Introduction
The last day to trade in Tradehold shares in order to participate in the
rights offer (i.e. cum rights) is Friday, 14 September 2001 for settlement
by Friday, 21 September 2001 ("the record date"). It is anticipated that
the renouncable nil paid letters of allocation ("letters of allocation")
will be listed with effect from the commencement of trade on the JSE
Securities Exchange South Africa ("JSE") on Monday, 17 September 2001 on
which date the Tradehold shares will trade "ex-rights".
Shareholders of Tradehold registered as such on the record date, will
receive rights to subscribe for additional shares in Tradehold as set out
below. It is further anticipated that the payment date (i.e. the date on
which entitlements to shares subscribed for will be posted) in respect of
the rights offer will be Monday, 15 October 2001.
3.2 Particulars of the rights offer
Number of ordinary shares to be offered 236 362 249
Ratio of entitlement 213,0
new ordinary shares for every 100 ordinary shares in
Tradehold
Rights offer price for new ordinary shares 235 cents
Total amount to be raised, before expenses R555,5 million
Number of ordinary shares in issue,
after the rights offer 347 330 441
The rounded number of rights to new shares to which shareholders will become
entitled will be determined by the ratio of entitlement.
4. Conditions Precedent
The rights offer is conditional upon, inter alia:
* the underwriting agreement becoming unconditional and irrevocable;
* the granting by the JSE of listings for the letters of allocation
pertaining to the new ordinary shares and the new ordinary shares to be
issued pursuant to the rights offer; and
* the registration by the Registrar of Companies of all documents required
in respect of the rights offer.
5. Underwriting
The rights offer has been underwritten by Titan Global Investments (Pty)
Limited ("the underwriter"), a company controlled by Dr C H Wiese, his
family trusts and/or companies under his control. The underwriter holds a
controlling interest in Tradehold. The Securities Regulation Panel ("SRP")
has ruled that, should the underwriter be obliged to subscribe for
additional ordinary shares pursuant to the rights offer and/or concomitantly
subscribes for additional preference shares in terms of the articles of
Tradehold and thereby increases its votes by more than 5% of the total votes
in Tradehold, it may do so without incurring the obligation under Rule 8.1
of the Securities Regulation Code to make a mandatory offer to minorities.
The underwriting agreement is subject to, inter alia, no such offer having
to be made. Any objection or appeal against the ruling must be lodged with
the SRP by no later than the close of business on Wednesday, 5 September
2001. A copy of this announcement will be posted to shareholders of
Tradehold today.
Major institutional shareholders in Tradehold will be invited to participate
in the underwriting of the Tradehold rights offer.
6. Dematerialisation
Shareholders are reminded that Tradehold's shares have recently been
dematerialised in terms of STRATE. Shareholders who have not, as yet,
dematerialised their Tradehold shares are encouraged to do so as the letters
of allocation to be issued in terms of the rights offer to those
shareholders who have not dematerialised their shares, will need to be
dematerialised prior to any trade therein.
7. Further announcement
A further announcement containing the finalisation information and
confirming, inter alia, the salient dates and times relative to the rights
offer will be published on or about Friday, 7 September 2001.
Cape Town
24 August 2001
Sponsor
Barnard Jacobs Mellet
Corporate Finance
Adviser
Javelin Capital Limited
(Registration number 2000/010500/06)
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