| Thu 21 Feb 2002, 0:00 | | Cycad - Salient Terms And Dates Announcement |
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Cycad Financial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/008637/06)
JSE Share code: CYD ISIN: ZAE000017729
("Cycad")
Share code for renounceable (nil paid) letter of allocation: CYDN
ISIN for renounceable (nil paid) letters of allocation: ZAE000037289
Salient Terms and Dates Announcement
1. Introduction
Further to the announcement dated 13 February 2002 regarding the raising
of approximately R30 million, before expenses, by way of a renounceable
rights offer of new ordinary shares in Cycad at 10 cents per share, with
excess applications ("the rights offer"), shareholders of Cycad are advised
that the following conditions precedent to the rights offer have been
fulfilled:
(1) the JSE Securities Exchange South Africa ("the JSE") has granted
listings for the renounceable (nil paid) letters of allocation ("letters of
allocation") to be issued pursuant to the rights offer as well as for the
new ordinary shares which are the subject of the rights offer; and
(2) the Registrar of Companies has registered all documents in regard to and
associated with the rights offer.
As such the rights offer will proceed in accordance with the timing and
salient dates indicated in 4 below subject to the the directors obtaining
the requisite authorities in terms of S221 of the Companies Act, 1973 (Act
61 of 1973),as amended, and a minimum subscription of R20 million being
received in terms of the rights offer ("the conditions") for which
irrevocable commitments have been procured. These irrevocable commitments
include undertakings from executive management and certain non-executive
directors, acting individually (and not collectively) to subscribe for
and/or procure the subscription of Cycad ordinary shares to be issued in
terms of the rights offer to an amount of R10 million. Such commitments
will be reduced pro rata to the extent that such parties are deemed to be
acting in concert as defined by the SRP Code such that in aggregate, they
hold less than 35% of the ordinary shares of Cycad following the rights
offer.
In the event of the rights offer not being implemented, any purchaser of
the letters of allocation shall have no claim whatsoever against any one or
more of the JSE, Cycad (including its directors, officers and advisers) or
any seller of the letters of allocation.
2. Reminder of salient terms of and record date for the rights offer
Shareholders of Cycad registered as such on Friday, 8 March 2002 ("the
record date"), will have the right to subscribe for 327 new shares at an
issue price of 10 cents per share for every 100 shares held on the record
date.
The new ordinary shares to be allotted in terms of the rights offer will,
upon their issue, rank pari passu with the previously issued ordinary shares
of Cycad.
It is expected that the letters of allocation will be listed on the JSE
as from the commencement of trade on the JSE on Monday, 4 March 2002 on
which date, the shares of Cycad will trade ex-rights offer participation.
3. Dematerialisation
Shareholders of Cycad are once again reminded that the JSE recently
introduced the STRATE share settlement system for all share transactions and
other JSE related share actions concluded on the JSE. STRATE, which, inter
alia, involves the dematerialisation of share certificates and/or other
documents of title in favour of electronic record, has already been
implemented by Cycad.
In this regard, shareholders of Cycad who have not as yet arranged for
the dematerialisation of their share certificates and/or other documents of
title to shares in Cycad, are encouraged to do so as soon as possible as the
letters of allocation to be issued pursuant to the rights offer will, in
themselves, need to be dematerialised prior to their being capable of being
traded on the JSE upon their listing.
4. Salient dates and times for the rights offer
2002
Expected last day to trade in shares of Cycad on the JSE
so as to be recorded as a shareholder of Cycad in order to
be entitled to participate in the rights offer on Friday, 1 March
Ordinary shares of Cycad expected to trade ex-rights offer
participation on the JSE on Monday, 4 March
Listing and trading on the JSE of letters of allocation
expected from the commencement of trading on Monday, 4 March
Expected record date in order to be entitled as a
shareholder of Cycad to participate in the rights offer on Friday, 8 March
Rights offer opens at 09:00 and circulars and letters of
allocation, where applicable, mailed to entitled Cycad
shareholders on Monday, 11 March
Last day for trading in the letters of allocation on the
JSE expected on Wednesday, 27 March
Rights offer closes and payment and letters of allocation
to be received by the transfer secretaries
by no later than 14:30 on Friday, 5 April
Announcement giving results of the rights offer published
on SENS and in the press on or about Monday, 8 April
Expected date from which refund cheques, if applicable,
in respect of unsuccessful excess applications are mailed
in respect of certificated shareholders, on Monday, 8 April
Expected date on which refund cheques, if the conditions fail,
are mailed in respect of the certificated shareholders on Monday, 8 April
Listing on the JSE of new ordinary shares expected
from commencement of trading on Friday, 12 April
Expected date from which share certificates in respect of
new ordinary shares are mailed in respect of certificated
shareholders or credited directly to relevant CSDP or
brokers in respect of dematerialised shareholders, on Friday, 12 April
Notes:
1. Any change to the above dates and times and, if necessary, approved by
the JSE, will be advised by notification in the press.
2. Certificated shareholders should be aware that they will not be able to
sell their letters of allocation unless such letters of allocation have been
dematerialised.
5. Release of Cycad interim results for then six months ended 31 December
2001
Cycad's published audited results for the year ended 30 June 2001 reflected
an audited net asset value per share of 116 cents which was reduced to 58
cents per share by a 50% general post-balance sheet provision. Cycad will be
releasing its interim results for the six months ended 31 December 2001, on
or about 15 March 2002. The interim results are not expected to reflect any
material change in the financial position of Cycad from the net asset value
of 58 cents per share other than the effect of normal operating costs
thereon.
Johannesburg
21 February 2002
Investment bank
Nedcor Investment Bank
Sponsor
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & consultants
Attorneys
Werksmans Incorporated
(Registration number 1990/007215/21)
Auditors and reporting accountants
Fisher Hoffman PKF (Jhb) Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration number 1994/001166/21)
