| Mon 14 Apr 2003, 9:29 | | Conafex Holdings Societe Anonyme - Consolidation O |
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Conafex Holdings Societe Anonyme
(Incorporated in Luxembourg - RC Luxembourg No. B 17789)
("Conafex" or "the company")
JSE CODE: CNX ISIN: LU0011857306
CONSOLIDATION OF SHARES
1. INTRODUCTION
In the Report of the Directors included in the Conafex 2002 Annual Report and
Accounts, (posted to shareholders in February 2003), reference was made to a
resolution proposed at the Company"s Annual General Meeting held on Friday 28th
March 2003 relating to the consolidation of Conafex"s share capital. This
announcement includes the result of that resolution and the action required by
shareholders.
Following the substantial devaluation of the Zimbabwe dollar, an exceptional
provision of US$5,875,000 was made against the carrying value of the Company"s
Zimbabwean investments. Although the value of the share capital was not impaired
in accordance with Article 100 of the Luxembourg law of 10th August 1915, as
amended, the Directors have decided that it would be prudent to eliminate the
resultant deficit. The corrective action will enable the Company to continue
business without the disadvantage of a large deficit on reserves.
A resolution was proposed at the Annual General Meeting to consolidate and
reduce the Company"s share capital on the basis that for every two shares of no
par value held, shareholders will receive in exchange one new share of US$1-50
each. The resolution to change the denomination of the Company"s shares and to
consolidate the share capital was approved unanimously. The effect of the
consolidation and reduction was to eliminate the deficit on reserves of
US$6,040,391 and to free up a further amount of US$2,572,556 to be held in a
special distributable account so that dividends can be paid to shareholders once
sufficient cash flows have been generated.
On consolidation any fraction arising 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;
As a result of the consolidation each shareholder"s holding has changed and the
table below will assist shareholders in calculating their new holding.
Holding of Consolidated Holding of Consolidated
shares holding of shares holding
of no par value Shares of US$1-50 of no par Shares of US$1-50
R11-85 each value R11-85 each
1 1 55 28
2 1 60 30
3 2 65 33
4 2 70 35
5 3 75 38
6 3 80 40
7 4 85 43
8 4 90 45
9 5 95 48
10 5 100 50
15 8 200 100
20 10 300 150
25 13 400 200
30 15 500 250
35 18 600 300
40 20 700 350
45 23 800 400
50 25 900 450
1 000 500
LAST DATE TO TRADE AND RECORD DATE
The last date to trade in Conafex shares on the JSE in order to be recorded as a
shareholder by the record date is 2 May 2003.
The record date for purposes of determining those shareholders whose shares will
be subject to the consolidation is 9 May 2003.
3. SALIENT DATES
2003
Last Date to Trade in existing shares Friday, 2 May
onthe JSE, prior to the consolidation, at
close of business on
New capital structure listed on Monday, 5 May
Entitled to trade new shares on Monday, 5 May
Record date Friday, 9 May
New share certificates, for those
shareholders that hold certificated Monday, 12 May
shares, posted on
In respect of dematerialised shareholders,
CSDP or broker safe custody accounts
updated for the consolidation and Monday, 12 May
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 or rematerialisation of the "old" Conafex
shares after Friday, 2 May 2003.
This notice, together with a form of surrender, will be mailed to shareholders
today and shareholders should complete the form of surrender in accordance with
the instructions printed thereon and send it with their share certificates to
the transfer secretaries as follows:
Computershare Investor Services Limited
Ground Floor, 70 Marshall Street
Johannesburg 2001
PO Box 7184
Johannesburg
2000
Those shareholders who have already dematerialised their shares do not need to
take any further action with regard to the form of surrender. Any amendments or
changes to their shareholding will be updated automatically by the CSDP, or
stockbroker, through whom their shareholding was dematerialised
A new share certificate will be sent by registered mail at the risk of the
shareholder.
Johannesburg
14 April 2003
Sponsor
The Janus Corporation (Pty) Ltd
