| Wed 4 Dec 2002, 17:00 | | Caxton/CTP - Company Announcement |
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Caxton/CTP - Company Announcement
CAXTON Publishers and Printers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/025989/06)
Share code: CXT ISIN: ZAE000017182
("Caxton")
CTP Holdings Limited
(Incorporated in the Republic of South Africa)
(the name of which will change to Caxton and CTP
Publishers and Printers Limited on 13 December 2002)
(Registration number 1947/026616/06)
Share code: CTP ISIN: ZAE000001871
("CTP")
- RESULTS OF GENERAL MEETING OF CTP SHAREHOLDERS ("CTP general meeting") AND
SCHEME MEETING OF CAXTON SHAREHOLDERS ("Caxton scheme meeting");
- IMPLEMENTATION OF CAXTON SCHEME;
- IMPLEMENTATION OF CHANGE OF NAME AND SUB-DIVISION OF CTP`S SHARE CAPITAL
1. RESULTS OF CTP GENERAL MEETING AND OF CAXTON SCHEME MEETING
1.1 PSG Capital Limited and Sasfin Bank Limited are authorised to announce
that:
1.1.1 at the general meeting of shareholders of CTP held on Thursday, 21
November 2002, resolutions were passed by the requisite majority of CTP
shareholders necessary for CTP to:
1.1.1.1 increase its authorised share capital to have sufficient
unissued ordinary shares to issue to Caxton shareholders, other than CTP,
("scheme members"), electing on or before Friday, 20 December 2002 ("the
election date") to receive shares in CTP in the ratio of 8,1 existing CTP shares
(81 sub-divided CTP shares) for every 100 Caxton shares held ("the share
alternative") pursuant to the scheme of arrangement referred to in 1.1.2 ("the
scheme");
1.1.1.2 sub-divide each ordinary share of 25 cents in its authorised
and issued share capital into 10 shares of 2,5 cents each ("the sub-division");
1.1.1.3 change its name to Caxton and CTP Publishers and Printers
Limited ("the name change");
1.1.2 at the scheme meeting of Caxton shareholders, other than CTP, held
at 10:00 on Monday, 25 November 2002, the scheme of arrangement proposed by CTP
between Caxton and scheme members was approved by the requisite majority of
scheme members present and entitled to vote at the scheme meeting;
1.1.3 the special resolutions authorising the increase in CTP`s
authorised share capital, the name change and the sub-division have been
registered by the Registrar of Companies.
2. COURT SANCTION OF SCHEME
The scheme was sanctioned by the High Court of South Africa (Witwatersrand
Local Division) on Tuesday, 3 December 2002 and the Order of Court sanctioning
the scheme has been registered by the Registrar of Companies.
3. REMINDER OF REMAINING SALIENT DATES
The remaining salient dates applicable to the implementation of the scheme,
the name change and the sub-division are set out below:
2002
Last day to trade in existing CTP shares under
old name (pre-sub-division) Thursday, 12 December
Last day to trade Caxton shares in order to receive
the scheme consideration Thursday, 12 December
Listing of Caxton suspended on the JSE Securities
Exchange South Africa ("JSE") from the commencement
of trade Friday, 13 December
Amendment of CTP`s listing for the name change under
the abbreviated name "Caxton" in the "Media and
Photography" sector of the JSE lists with the alpha
share code of "CAT" with effect from the commencement
of trade Friday, 13 December
Listing of CTP shares to be issued under the share
alternative commences on the JSE Friday, 13 December
Trading in CTP new name and sub-divided shares commences Friday, 13 December
Record date for the name change and the sub-division Friday, 20 December
Last day for receipt of forms of election to receive
the share alternative at 16:00 (see note 2) Friday, 20 December
Record date for the scheme consideration Friday, 20 December
CTP dematerialised shareholders will have their
safe custody accounts with their Central Securities
Depository Participant ("CSDP") or broker updated
with the name change and the sub-division Monday, 23 December
In respect of CTP certificated shareholders, if
existing share certificates are surrendered
together with forms of surrender on or before
the close of business on Friday, 20 December 2002,
new share certificates will be despatched to such
shareholders by registered post at such shareholders`
risk or be available for collection from the transfer
secretaries (or, failing that, within five business
days of surrender of existing documents of title) Monday, 23 December
Operative date of the scheme Monday, 23 December
Scheme consideration posted to certificated scheme
members, deposited directly into scheme members`
bank accounts or dematerialised scheme members
will have their accounts credited and updated at
their CSDP or broker (if documents of title or
instruction to electronically deliver the scheme
consideration are received on or prior to the record
date or, failing that, within five business days of
receipt thereof by the transfer secretaries) Monday, 23 December
Listing of Caxton terminates on the JSE at the
commencement of trade Tuesday, 24 December
Notes:
1. Existing CTP share certificates before the name change and the sub-division
and Caxton share certificates in respect of the scheme may not be dematerialised
or rematerialised after Thursday, 12 December 2002.
2. If an election to receive the share alternative is not received by the
transfer secretaries by the time and date shown above, then the scheme member
will receive the cash consideration of 410 cents per share in accordance with
the terms of the scheme. Dematerialised shareholders are required to notify
their duly appointed CSDP or broker of their election in the manner and time
stipulated in the agreement governing the relationship between the shareholders
and their CSDP or broker.
4. SETTLEMENT OF THE SCHEME CONSIDERATION
4.1 In terms of the scheme, Caxton shareholders recorded in the register on
Friday, 20 December 2002 will receive a cash consideration of 410 cents per
share unless they elect on or before the election date to receive the share
alternative in respect of all of their shares ("scheme consideration").
4.2 In order to receive the scheme consideration Caxton shareholders who have
not dematerialised their Caxton shares should complete the form of surrender,
election and transfer ("the Caxton form") and return same as soon as practicably
possible to the transfer secretaries, Computershare Investor Services Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 1053, Johannesburg,
2000) together with their share certificates and/or other documents of title.
Additional copies of the Caxton form together with a copy of this announcement
are being posted to Caxton shareholders.
4.3 Caxton shareholders who have dematerialised their shares will receive
from their CSDP or broker, in accordance with the provisions of the custody
agreement between each such beneficial owner and his/her CSDP or broker, that
portion of the scheme consideration received by the CSDP or broker as is
attributable to the dematerialised shares held by the CSDP or broker on behalf
of that Caxton shareholder.
5. SURRENDER OF DOCUMENTS OF TITLE BY CTP SHAREHOLDERS
5.1 Dematerialised CTP shareholders need not take any further action as the
safe custody accounts that they hold with their CSDP or stockbroker will be
updated with the name change and the sub-division ("the changes").
5.2 In order to receive replacement share certificates reflecting the
changes, certificated CTP shareholders should surrender, at their own risk,
their existing share certificates and/or other documents of title in accordance
with the instructions contained in the form of surrender, which accompanied the
circular posted to shareholders on 25 October 2002 ("the CTP form"), to the
transfer secretaries, Computershare Investor Services Limited, Ground Floor, 70
Marshall Street, Johannesburg 2001 (PO Box 1053, Johannesburg, 2000).
Additional copies of the CTP form together with a copy of this announcement are
being posted to CTP shareholders.
5.3 All existing CTP share certificates and/or other documents of title
received by the transfer secretaries will be processed and replacement share
certificates reflecting the changes will be despatched, by registered post, at
the risk of the persons entitled thereto, on Monday, 23 December 2002, provided
that existing share certificates and/or other documents of title are surrendered
and lodged by Friday, 20 December 2002, or within five business days of
surrender and lodgement if surrendered after that date.
Johannesburg
4 December 2002
Corporate adviser and sponsor to Caxton
PSG Capital
Sponsor to CTP
Sasfin Bank Limited
(Registration number 1951/002280/06)
Attorneys
Fluxmans Attorneys
Fluxmans Inc.
Registration number 2000/024775/21
Date: 04/12/2002 04:46:00 PM Produced by the JSE SENS Department
