| Wed 7 May 2003, 14:36 | | 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: LU0167907293
CONSOLIDATION OF SHARES - REVISED SALIENT DATES AND SHARE RATIO
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 2.11875 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.
2. 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 Friday, 23 May 2003.
The record date for purposes of determining those shareholders whose shares will
be subject to the consolidation is Friday, 30 May 2003.
3. SALIENT DATES
2003
Last Date to Trade in existing shares on Friday, 23 May
the JSE, prior to the consolidation, at
close of business on
New capital structure listed on Monday, 26 May
Entitled to trade new shares on Monday, 26 May
Record date Friday, 30 May
Subject to the receipt of old share
certificates, new share certificates, for Monday, 02 June
those shareholders that hold certificated
shares, posted on
In respect of dematerialised shareholders,
CSDP or broker safe custody accounts
updated for the consolidation Monday, 02 June
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, 23 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 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 to certificated shareholders by registered
mail at the risk of the shareholder.
Johannesburg
7 May 2003
Sponsor
The Janus Corporation (Pty) Ltd
