| Mon 16 Sep 2002, 12:29 | | Metro Cash and Carry Limited Odd-lot offer |
|
Metro Cash and Carry Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
JSE Share Code: MTC
ISIN: ZAE000012688
("Metro")
Odd-lot offer
1. Introduction
As set out in the circular referred to in paragraph 7, Metro wishes to reduce
the substantial and ongoing administration costs associated with having a large
number of small shareholders. Currently, approximately 30% of the total number
of shareholders hold less than 100 shares each. These shareholders hold
approximately 83 000 shares. Accordingly, the directors have proposed the
implementation of an odd-lot offer to facilitate a reduction in the number of
small shareholders.
2. Offer price
Subject to the fulfilment of the condition precedent set out in paragraph 5,
the odd-lot offer will be implemented at an offer price of 250 cents, being the
weighted average traded price of Metro shares on the JSE Securities Exchange
South Africa ("JSE"), over the five trading days ending Friday,
13 September 2002.
3. Mechanism of the odd-lot offer
3.1. All shareholders who hold in aggregate less than 100 shares at the close
of business on Friday, 11 October 2002 ("odd-lot holders"), will be afforded the
opportunity to participate in the odd-lot offer. The odd-lot offer will be
implemented on the basis that odd-lot holders may, up to 16h30 on Friday, 11
October 2002, elect to -
3.1.1. purchase or subscribe for sufficient additional shares to increase
their odd-lot holdings to holdings of 100 shares ("the purchase alternative");
or
3.1.2. sell their odd-lot holdings at the offer price ("the cash
alternative"); or
3.1.3. retain their odd-lot holdings.
3.2. The shares of those odd-lot holders who do not make an election or who
do not instruct their CSDP or broker as to which election they wish to make or
who elect the cash alternative or who instruct their CSDP or broker that they
wish to elect the cash alternative will be sold in the first instance to those
odd-lot holders who elect to increase their holdings to
100 shares and any surplus shares will be purchased, at the offer price, by
Metro.
3.3. To the extent that the number of shares being sold is insufficient to
meet the aggregate requirement of those odd-lot holders who elect to increase
their holdings to 100 shares, Metro will issue new shares to the odd-lot holders
in question at the offer price.
3.4. Metro will purchase, at the offer price, the shares of those odd-lot
holders who elect to sell their odd-lot holdings and those who make no election,
to the extent that the number of such odd-lot holdings exceeds the number of
shares required to be transferred to those odd-lot holders who elect the
purchase alternative.
Shareholders who hold in aggregate less than 100 shares at the close of
business on Friday, 11 October 2002, and who do not make an election to accept
the cash alternative, the purchase alternative or to retain their odd-lot
holdings, will have their odd-lot holdings sold on their behalf without any
further action on their part and without any further notice to them.
4. Financial effects
The odd-lot offer and the issue of new shares or the potential specific
repurchase of shares pursuant to the odd-lot offer will have an effect of less
than 1% on Metro`s projected earnings per share, net asset value per share or
tangible net asset value per share.
5. Condition precedent
The implementation of the odd-lot offer is subject to the fulfilment of the
condition precedent that the special and ordinary resolutions to be proposed at
the general meeting of shareholders of Metro to be held at 10h30 (or immediately
following the conclusion of the annual general meeting, whichever is the later)
on Wednesday, 18 September 2002, are duly passed, and that the special
resolutions are registered by the Registrar of Companies
6. Salient dates
The salient dates in respect of the odd-lot offer are as follows -
2002
Forms of proxy for the general meeting of shareholders
to be received by 10h00 on Monday, 16 September
General meeting of shareholders held at 10h30 (or
immediately following the conclusion of the annual
general meeting, whichever is the later) on Wednesday, 18 September
Finalisation announcement published on SENS on Wednesday, 18 September
Finalisation announcement published in the press on Thursday, 19 September
Last day to trade in order to participate in the
odd-lot offer on Friday, 4 October
Forms of election and surrender for the odd-lot
offer received from odd-lot holders with
certificated shares (odd-lot holders with
dematerialised shares need to advise their
CSDP or broker of their election in the manner
and time stipulated in the agreement governing
the relationship between them and their CSDP or broker)
by 16h30 on Friday, 11 October
Record date to determine those shareholders entitled
to participate in the odd-lot offer on Friday, 11 October
Implementation of the odd-lot offer takes effect after
close of business on Friday, 11 October
Odd-lot holders with dematerialised shares have their
safe custody accounts held at their CSDP or broker
updated with their new holdings and debited/credited
with the cash amount, as the case may be, on Monday, 14 October
New share certificates posted against surrender of
existing documents of title to odd-lot holders with
certificated shares from Monday, 14 October
Cheques in respect of the sale of odd-lot holdings
by odd-lot holders with certificated shares posted
on or about Monday, 14 October
7. Documentation
A document setting out the details of the odd-lot offer and containing a
notice of the general meeting of shareholders was posted to shareholders on
Monday, 26 August 2002.
Waverley
13 September 2002
Sponsor
RMB Corporate Finance
Date: 16/09/2002 07:07:02 AM Produced by the JSE SENS Department
