| Fri 20 Sep 2002, 17:20 | | Casey - Proposed Reconstruction Of Share Capital, |
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Shares And Claw-Back Rights Offer
CASEY INVESTMENT HOLDINGS LI MITED
(Registration No: 1998/016433/06)
Incorporated in the Republic of South Africa
("Casey" or "the company")
JSE Code: CSY - ISIN CODE: ZAE000016127
PROPOSED RECONSTRUCTION OF SHARE CAPITAL, CONSOLIDATION OF SHARES AND
CLAW-BACK RIGHTS OFFER
1. INTRODUCTION
During the year ended 28 February 2002, the board of directors commenced
with the restructuring of the business operations of Casey to focus on
providing information technology business solutions to the government
and business sectors. The restructuring process has been supported by
Casey`s major shareholder, Black Information Technology Empowerment
Company Limited ("Blitec"), who had acquired a majority interest of
68,8% in Casey in 2000.
The board of directors of Casey has reached agreement with Blitec,
whereby Blitec will convert approximately R20 million of its loan
account into ordinary shares.
The conversion of Blitec`s loan account into share capital will be
implemented by means of a claw-back rights offer whereby all
shareholders of Casey will be entitled to participate in the claw-back
rights offer pro rata to their shareholding in Casey. Shareholders will
be informed in due course about the terms and dates of the claw-back
rights offer.
Prior to undertaking the claw-back rights offer it is necessary to
reconstruct Casey`s share capital in order that there are sufficient
shares available to be issued for the conversion of the Blitec loan
account into share capital. The necessary special resolutions will be
proposed at a general meeting to implement the reconstruction of share
capital.
Subject to the passing and registration of the necessary resolutions at
the general meeting referred to below, Casey will:
- convert its ordinary shares with a par value of 1 cent per share into
shares with a par value of 0,01 cent per share ("the reduction") thereby
ensuring that there are sufficient authorised shares available to
undertake the claw-back rights offer; and
- in order to give the company a more meaningful share price
denomination prior to the rights offer, consolidate every ten existing
shares into one consolidated share ("the consolidation") on the basis
that 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;
The consolidation will increase Casey`s, earnings and net asset value
per share by a factor of 10.
LAST DATE TO TRADE AND RECORD DATE
The record date for purposes of determining those shareholders whose
shares will be subject to the consolidation is 1 November 2002. The
last date to trade in Casey shares in order to be recorded as a
shareholder by the record date is 25 October 2002.
3. SALIENT DATES
2002
Circular posted to shareholders on Wednesday, 25 September
Last day for lodging forms of proxy for Wednesday, 16 October
the general meeting by 09:30 on
General meeting at 09:30 and results Thursday, 17 October
thereof released on SENS on
Results of general meeting published on Friday, 18 October
SENS and in the press and second
surrender form mailed to shareholders on
Last Date to Trade in existing shares Friday, 25 October
prior to the consolidation, at close of
business on
New capital structure listed on Monday, 28 October
Entitled to trade new shares on Monday, 28 October
Record date Friday, 1 November
New share certificates, for those
shareholders that hold certificated Monday, 4 November
shares, posted on
In respect of dematerialised
shareholders, CSDP or broker safe
custody accounts updated for the Monday, 4 November
consolidation and statements issued to
holders on
Notes:
The above dates and times are subject to change. Any changes will be
published on SENS.
There will be no dematerialisation/rematerialisation of the "old" Casey
shares after Friday, 25 October 2002.
Johannesburg
20 September 2002
Corporate adviser and sponsor
The Janus Corporation (Pty) Ltd
Date: 20/09/2002 07:05:00 AM Produced by the JSE SENS Department
