| Mon 10 Sep 2001, 0:00 | | Billboard - The Disposal By Billboard Of Its Remai |
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and liabilities
BILLBOARD HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010984/06)
Share code:BLL ISIN code: ZAE000019089
("Billboard" or "the Company")
The disposal by Billboard of its remaining businesses, assets and
liabilities
The disposal by Billboard of its remaining businesses, assets and
liabilities, a distribution to shareholders by means of a capital reduction
and the transfer of Billboard's listing to the "Cash Companies" sector of
the JSE Securities Exchange South Africa
1. Background and history of the disposal
A full terms announcement was published on Wednesday 4 July 2001 setting
out details of the effective disposal by Billboard of its remaining
businesses, assets and liabilities to Global Exhibit and Events Limited
("Global") (a company incorporated in the United Kingdom) for a cash
consideration of R4,6 million ("the disposal") to be followed by the
immediate winding-up of the Company.
Subsequent to the publication of that announcement, the board of
directors of Billboard concluded that, rather than implementing the winding-
up immediately, a portion of the proceeds of the disposal should be
distributed to shareholders and the listing of Billboard should be
transferred to the "Cash Companies" sector of the JSE Securities Exchange
South Africa ("JSE"). This will allow the directors six months to actively
pursue alternative means of realising maximum value for shareholders. If,
after six months or a lesser time period as decided by the directors, no
better alternative has arisen, the necessary steps will be taken to
distribute any surplus cash (including interest) in the Company to
shareholders, to voluntarily wind-up the Company and to delist it from the
JSE.
2. The distribution to shareholders
As soon as practicable after the disposal has become unconditional and
subject to the approval of shareholders, Billboard will distribute to
shareholders R3,6 million of the proceeds of the disposal (amounting to
0,7867 cent per share) by way of a capital reduction against share premium
("the distribution"). The expected timetable is set out below:
2001
Last day to trade to qualify or to participate in the
general meeting and the annual general meeting* Thursday 20 September
Record date to qualify or to participate in the
general meeting and the annual general meeting Friday 28 September
Last day for receipt of forms of proxy
in respect of the annual general meeting and
general meeting of Billboard shareholders
by 09:00 and 09:30, respectively Monday 1 October
Annual general meeting of Billboard shareholders
to be held at 09:00 and general meeting of
Billboard shareholders to be held at 09:30
(or so soon thereafter, immediately following the
annual general meeting) Tuesday 2 October
Results of meetings and reminder of
important dates published Wednesday 3 October
Last day to trade in STRATE environment in order to
participate in the distribution
(freeze on trade but not on settlement) Friday 12 October
Shares commence trading ex the right to participate
in the distribution Monday 15 October
Listing of Billboard transferred to the
"Cash Companies" sector of the JSE Monday 15 October
Record date to participate in the distribution Friday 19 October
Cheques posted and electronic funds transfers
implemented Monday 22 October
*For shareholders' convenience, the annual general meeting and the general
meeting are to be held on the same day.
3. The requirements for a listing in the "Cash Companies" sector of the JSE
The JSE will permit Billboard to be listed as a cash shell for a period
of six months. If, during that period, Billboard fails to enter into an
agreement and make an announcement concerning the acquisition of assets that
satisfy the conditions for a listing on the JSE, its listing will be
suspended, after being granted a hearing by the Committee of the JSE. If no
suitable assets are acquired within a further three-month period, the
listing of Billboard will be terminated. During the period of suspension,
Billboard is required to comply with the JSE Listings Requirements, report
on a monthly basis to the JSE and on a quarterly basis to shareholders
regarding the state of its affairs and any actions being taken by its
directors.
4. Circular posted to shareholders
A circular to shareholders of the Company setting out full details of the
disposal and the distribution, including a notice of general meeting to
consider and pass the requisite resolutions, and including the Company's
annual financial statements and the notice of annual general meeting, was
posted to shareholders on 7 September 2001.
Turffontein
10 September 2001
Sponsor to the transaction
Peregrine Corporate Advisory Services (Pty) Limited
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Legal advisers
TW Ferguson
Commercial, Tax & Legal Services
