| Tue 17 Dec 2002, 17:23 | | Barloworld - Odd-Lot Offer |
|
Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Share code: BAW ISIN: ZAE000026639)
(Share code: BAWP ISIN: ZAE000026647)
("Barloworld" or "the company")
ODD-LOT OFFER
Introduction
There are currently approximately 2 235 out of 3 555 registered holders and
beneficial holders in Barloworld, being approximately 63% of the total number of
registered holders and beneficial holders of ordinary shares, who hold fewer
than 100 ordinary shares, either directly in their own name or indirectly
through nominee shareholders. These registered holders and beneficial holders
hold, directly or indirectly, approximately 46 207 ordinary shares which at the
last practicable date constituted only 0,02% of the total number of ordinary
shares in issue.
In order to reduce the substantial recurring costs of administration connected
with this large number of registered and beneficial holders holding, directly or
indirectly, fewer than 100 shares, the directors of Barloworld have proposed the
implementation of the odd-lot offer to facilitate the reduction in the number of
odd-lot holdings in an equitable manner ("the odd-lot offer").
Odd-lot offer
Holders of less than 100 ordinary shares who are recorded in the register at the
close of business on 14 February 2003 and nominee shareholders holding fewer
than 100 ordinary dematerialised shares on behalf of any beneficial holder ("odd
lot holdings"), and recorded as such in the relevant beneficial shareholder
records maintained by a CSDP at the close of business on 14 February 2003 ("odd-
lot holders"), are entitled to participate in the odd-lot offer. The odd-lot
offer will be implemented on the basis that the odd-lot holders may, up to 16:00
on Friday, 14 February 2003, elect either to:
subscribe for sufficient additional ordinary shares at the offer price to
increase their odd-lot holdings to 100 ordinary shares ("the subscription
alternative"); or
sell their odd-lot holdings at the offer price ("the cash alternative"); or
retain their odd-lot holdings.
The offer price per ordinary share will be the volume weighted average traded
price of ordinary shares on the JSE Securities Exchange South Africa ("JSE")
over the five trading days ending Friday, 24 January 2003. The offer price will
be announced on SENS and RNS on 24 January 2003 and published in the South
African press on 27 January 2003.
Odd-lot holders who do not duly complete and return the form of election and
surrender and beneficial odd-lot holders who do not timeously instruct their
CSDP or stockbroker to make an election on their behalf should note that their
odd-lot holdings will be sold.
Barloworld will issue ordinary shares to those odd-lot holders who elect the
subscription alternative under the authority of a specific issue of shares for
cash, which shareholders of the company will be requested to grant at the
general meeting referred to in 6 below.
3. Salient dates and times for the odd lot offer
Election period for the odd-lot offer opens at
09:00 on Friday, 20 December 2002
Offer price finalised and announced on SENS
and RNS on Friday, 24 January 2003
Offer price published in the South African
press on Monday, 27 January 2003
Forms of proxy for the general meeting to be
received by the transfer secretaries by 13:00
on Tuesday, 28 January 2003
General meeting to be held at 13:00 (or
immediately after the conclusion of the annual
general meeting, whichever is the earlier) on
Thursday, 30 January 2003
Results of general meeting and finalisation
announcement released on SENS and RNS on
Thursday, 30 January 2003
Results of general meeting and finalisation
announcement published in the South African
press on Friday, 31 January 2003
Last day to trade to be eligible for the odd-
lot offer Friday, 7 February 2003
Listing date of new ordinary shares to be
issued on Monday, 10 February 2003
Trade in the shares ex the odd-lot-offer Monday, 10 February 2003
commences on
Election period for the odd-lot offer closes
at 16:00 on Friday, 14 February 2003
Form of election and surrender (together with
the relevant documents of title/cheque/bankers
draft, as applicable) for the odd-lot offer to
be received by the transfer secretaries by
16:00 on (see note 4)
Friday, 14 February 2003
Record date to determine those ordinary
shareholders entitled to participate in the
odd-lot offer at the close of business on
Friday, 14 February 2003
Implementation of the odd-lot offer takes
effect after close of business on Friday, 14 February 2003
Results of the odd-lot offer published on SENS
and RNS on Monday, 17 February 2003
For shareholders in South Africa, new share
certificates posted or safe custody accounts
updated or cheques/electronic transfers
posted/effected, or safe custody accounts
credited/debited at CSDP or broker (see note
5) on
Monday, 17 February 2003
For shareholders in the United Kingdom, new
share certificates posted or
cheques/electronic transfers posted/effected
on Monday, 24 February 2003
(or within 5 business days of the receipt of
their documents of title by the transfer
secretaries, whichever is the later)
Notes
1. The above dates and times are subject to change. Any changes will be
published on SENS and in the South African press.
2. All times quoted in this announcement are South African time (GMT +2 hours).
3. Shareholders may not dematerialise or rematerialise their ordinary shares
between Monday, 10 February 2003 and Friday, 14 February 2003, both dates
inclusive.
4. Dematerialised shareholders are required to timeously notify their CSDP or
stockbroker of their election in the manner and time stipulated in the agreement
governing the relationship between the shareholder and his/her CSDP or
stockbroker.
5. In the case of the holders of certificated ordinary shares, new share
certificates or cheques/electronic transfers (as applicable) will be
posted/effected on Monday, 17 February 2003 if the relevant documents of title
are received by the transfer secretaries by the close of business on Friday, 14
February 2002, failing which new share certificates/cheques/electronic transfers
(as applicable) will be posted/effected within five business days after the
receipt of such documents of title by the transfer secretaries.
4. Conditions precedent
The implementation of the odd-lot offer is subject to the fulfilment of the
conditions precedent that the relevant ordinary and special resolutions
contained in the notice of general meeting referred to in 5 below are duly
passed and that the relevant special resolutions are registered by the Registrar
of Companies.
5. Financial effects
The odd-lot offer, the potential purchase of ordinary shares by Barloworld
Investments and the potential issue of new ordinary shares for cash by
Barloworld will not have any material effect on the share capital or on the
earnings and headline earnings per ordinary share or on the net asset value and
net tangible asset value per ordinary share of Barloworld.
6. General meeting
A general meeting of ordinary shareholders will be held at 13:00 on Thursday, 30
January 2003 in the Tokyo Meeting Room at the registered office of the company,
Barlowpark Corporate Office, 180 Katherine Street, Sandton (or immediately after
the annual general meeting which meeting has been convened for 12:30 on the same
day and at the same venue, whichever is the earlier), at which general meeting,
inter alia, the relevant ordinary and special resolutions required to implement
the odd-lot offer will be proposed for consideration and, if deemed fit,
approval.
7. Circular
A circular containing further details of the odd-lot offer, information on how
to participate in the offer, a notice of general meeting, a form of proxy and a
form of election and surrender will be posted, together with the 2002 Annual
Report of the company, to Barloworld ordinary shareholders on Thursday, 19
December 2002.
Sandton
17 December 2002
Sponsor
Cazenove
Legal advisers
Bowman Gilfillan Inc.
Date: 17/12/2002 05:02:55 PM Produced by the JSE SENS Department
