| Wed 26 Jun 2002, 0:00 | | Glodina Holdings Limited - Consolidation of share |
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(Incorporated in the Republic of South Africa)
(Registration number 1986/004150/06)
Share code: GDA ISIN: ZAE000002937
("Glodina")
Consolidation of share capital and terms of the proposed rights offer
1. Introduction
Shareholders are advised that the board of Glodina has resolved to raise R35
million by way of a rights offer of ordinary shares and that Daun & Cie AG.
would, subject to the necessary regulatory approvals, underwrite the rights
offer ("the rights offer").
Shareholders are advised that prior to the rights offer, Glodina will
consolidate its share capital. The terms of the rights offer have been
finalised, details of which are set out below.
2. The consolidation of share capital
In order to give Glodina a more meaningful share price denomination prior to
the rights offer, every 20 existing shares will be consolidated into one
consolidated share ("the consolidation"), subject to the passing and
registration of the necessary resolutions at the general meeting referred to
below. Fractions of consolidated shares will not be issued and any fraction
of less than 0,5 will be rounded down and any fraction of 0,5 and greater
will be rounded up to the nearest whole number of a consolidated share.
Theoretically, the consolidation will increase Glodina`s market price,
earnings and net asset value per share by a factor of 20.
3. Terms of rights offer
Glodina will raise R35 million, before expenses, by way of a renounceable
rights offer of consolidated shares ("rights offer shares"), at 140 cents
per consolidated share.
Upon their issue, the rights offer shares will rank pari passu with the
existing issued consolidated shares of Glodina. Application will be made to
the JSE Securities Exchange South Africa ("JSE") for the listing of the
renounceable (nil paid) letters of allocation ("letters of allocation") and
the rights offer shares to be issued pursuant to the rights offer.
The rights offer is conditional upon, inter alia:
- the passing, and where applicable, registration of the resolutions
necessary to consolidate Glodina`s share capital;
- placing the unissued shares under the control of the directors at the
annual general meeting ("the issue authority");
- the registration by the Registrar of Companies of all documents required
for the rights offer and obtaining other requisite regulatory approvals; and
- the waiver by Glodina shareholders of a mandatory offer of 140 cents per
consolidated share to shareholders should the underwriting of the rights
offer result in a change of control ("the waiver").
4. Salient dates
2002
Forms of proxy for the general meeting to be
received by 10:15 on Wednesday, 17 July
General meeting held at 10:15 or immediately
after the conclusion of the annual general
meeting on Friday, 19 July
Announce results of the general meeting and
expected terms and salient dates of the
proposed rights offer on the Stock Exchange
News Service ("SENS") by Friday, 19 July
Announce results of the general meeting and
expected terms and salient dates of the
proposed rights offer in the press by Monday, 22 July
Last day to trade in existing shares prior
to the consolidation on Friday, 26 July
Trading in consolidated shares commences on Monday, 29 July
Record date for the consolidation after the
close of trade on Friday, 2 August
In respect of certificated shareholders,
if existing share certificates are surrendered
together with forms of surrender on or before the
close of business on Friday, 26 July 2002, new
share certificates will be posted at the risk of
shareholders on (or failing such surrender within
five business days of surrender) on Monday, 5 August
In respect of dematerialised shareholders, CSDP
or broker safe custody accounts updated for
the consolidation and statements issued to
holders on Monday, 5 August
1. The above dates and times are subject to change. Any changes will be
published in the press and on SENS.
2. No rematerialisation/dematerialisation or rematerialisation of the "old"
shares may take place on STRATE after Friday, 19 July 2002.
5. Circulars and notice of general meeting
A circular, incorporating a notice convening a general meeting of
shareholders to be held on Friday, 19 July 2002 to pass the resolutions
necessary for the consolidation of share capital and the waiver, will be
posted to shareholders today. The resolution to place the unissued shares
under the control of the directors will be tabled at the annual general
meeting to be held immediately preceding the general meeting on 19 July
2002.
A circular providing further details relating to the rights offer and
incorporating revised listing particulars and a renounceable (nil paid)
letter of allocation will, subject to the necessary regulatory approvals, be
posted to shareholders after the outcome of the general meeting is known.
Hammarsdale
26 June 2002
Corporate adviser and sponsor
Deloitte & Touche
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Legal advisers
Deloitte & Touche Legal
Date: 26/06/2002 07:15:00 AM Produced by the SENS Department
