| Fri 1 Feb 2002, 0:00 | | Zeltis - Salient Dates And Terms Of The Claw-back |
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Zeltis Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1905/021141/06)
Share Code ZLT ISIN ZAE000015939
("Zeltis" or "the company")
Shareholders are referred to the announcements published in the press on
Friday 11 January 2002 and Friday, 25 January 2002 advising the record date
and the revised record date respectively in terms of the claw-back offer of
191,400,000 shares of 1 cent each in Zeltis at a price of 3 cents per share.
The Janus Corporation (Pty) Ltd is authorised to announce, subject to the
conditions set out hereunder that the revised record date, the salient dates
and the terms of the proposed claw-back offer relating to the claw-back
offer are as follows:
last date to trade and revised record date
The last day to trade in order to qualify to participate in the claw-back
rights offer (cum entitlement) will be on Friday, 8 February. The revised
record date for the claw-back rights offer is the close of business on
Friday, 15 February 2002
Salient dates of the proposed claw-back rights offer
2002
Last day to trade in order to qualify to
participate in the claw-back rights
offer (cum entitlements) on Friday, 8 February
Ex date - Zeltis ordinary shares trading
on the JSE ex rights Monday, 11 February
Listing of letters of allocation
commences on the JSE at 09:00 on Monday, 11 February
Record date for the claw-back rights
offer on Friday, 15 February
Circular and letters of allocation
posted to certificated shareholders
recorded in the register on the record
date Monday, 18 February
Circular and rights entitlements issued
to CSDP or broker of dematerialised
shareholders on Monday, 18 February
CLAW-BACK RIGHTS OFFER OPENS AT 09:00 ON Monday, 18 February
Last day for trading in letters of
allocation by 17:00 on Friday,1 March
THE CLAW-BACK RIGHTS OFFER CLOSES AT
14:30 ON Friday, 8 March
Record date for letters of allocation on Friday, 8 March
Cheques mailed or cash electronically
transferred in respect of refunds to
certified shareholders on Monday, 11 March
Results of claw-back rights offer
published in the press and on SENS on or
about Wednesday, 13 March
Entitlements in terms of the claw-back
rights credited to the safe custody
accounts of dematerialised shareholders
CSDP or broker on Friday, 15 March
Listing of new shares on the JSE on Friday, 15 March
Share certificates issued (in terms of
the claw-back rights offer) for
shareholders that requested share
certificates, safe custody accounts for
dematerialised shareholders credited
with their CSDP or broker and
statements issued to dematerialised
shareholders on Friday, 15 March
Last day to trade for the consolidation Wednesday, 20 March
Effective date for the consolidation on
the JSE - new shares traded from the
commencement of trade Friday, 22 March
Record date for the consolidation Thursday 28 March
New share certificates (in terms of the
consolidation) issued for shareholders
that requested share certificates, safe
custody accounts for dematerialised
shareholders credited with their CSDP or
broker and statements issued to
dematerialised shareholders, on Tuesday, 2 April
Note:
1. These dates and times are subject to change by Zeltis. Any amendments
will be published in the press.
2. Shareholders are advised that no rematerialisation/dematerialisation
orders for ordinary shares will be processed between Monday, 4 February
2002 to Friday, 15 February 2002, both days inclusive.
3. No materialisation/dematerialisation may take place in the old (pre-
consolidated) shares after 13 March 2002
4. The letter of allocation included with this circular must be
dematerialised prior to any sale thereof.
Terms of the proposed claw-back offer
Amount to be raised R 5,742,000
Number of shares to be issued 191,400,000
Issue price per share 3 cents
The ratio of the claw-back offer will be 128 shares for every 100 shares
held.
Financial effects of the proposed claw-back offer
Had the claw-back rights offer been effective from the beginning of the
twelve month period ended 30 June 2001 and based on the assumption that the
proceeds of the claw-back rights offer would have replaced interest bearing
debt at an average interest rate of 15% per annum, the financial effects on
Zeltis' earnings per share for the twelve months ended 30 June 2001, and the
net asset value per share and tangible net asset value per share as at 30
June 2001 would have been as follows:
Before After Change
the the (%)
claw- claw-
back back
rights rights
offer offer
Fully diluted headline
earnings per share (cents) (5,5) (1,9) 65,4
Fully diluted earnings per
share (cents) (16,4) (6,,0) 63,4
Fully diluted tangible net
asset value per share (cents)
Fully diluted net asset value (3,2) 0,,9 128,1
per share (cents)
Fully diluted interest 4,7 3,9 (17,0)
bearing debt/equity (%)
274 89 n/a
Application for listing
Application has been made to the JSE Securities Exchange (" JSE") for a
listing of the renounceable (nil paid) letters of allocation ("letters of
allocation") and the 191,400,000 ordinary shares to be issued in terms of
the claw-back rights offer.
Notice of record date and last day to trade
Zeltis ordinary shareholders are reminded that the record date for the
proposed claw-back rights offer is the close of business on Friday, 15
February 2002 and the last day to trade is Friday, 8 February 2002.
Documentation
The claw-back rights offer circular, together with the letters of
allocation, are in the course of preparation and will, subject to the
Listings Requirements of the JSE, be posted to shareholders of Zeltis
entitled thereto on 18 February 2002.
Conditions precedent
The claw-back rights offer is conditional, inter alia, upon:
the registration by the Registrar of Companies of the claw-back rights
offer documentation; and
the granting by the JSE of listings for:
(i) the letters of allocation pertaining to the shares; and
(ii) The shares to be issued pursuant to the proposed claw-back rights
offer.
Inspection of the claw-back offer circular
A copy of the claw-back rights offer circular, including the renounceable
(nil paid) letter of allocation, which are to be mailed to shareholders of
Zeltis entitled thereto on Monday, 18 February 2002 are available for
inspection at the registered office of Zeltis, 50 Sixth Road, Hyde Park at
any time during normal business hours on any day (excluding Saturdays,
Sundays or South African public holidays) from Monday, 18 February 2002 to
Friday, 8 March 2002
Johannesburg
Date: 1 February 2002
Corporate adviser and sponsor
The Janus Corporation (Pty) Ltd
Attorney
Bowman Gilfillan
Auditor and reporting accountant
BDO Spencer Steward (JHB) Inc
