| Fri 18 Jul 2003, 8:28 | | Amendments to the JD Group Employee Share |
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Amendments to the JD Group Employee Share Incentive Scheme and an Odd Lot Offer
JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
Share code: JDG ISIN code: ZAE000030771
("JD Group" or "company")
Amendments to the JD Group Employee Share Incentive Scheme ("the scheme") and an
odd lot offer
1. INTRODUCTION
Shareholders are advised that the directors of JD Group have resolved to obtain
shareholders" approval to amend the scheme and make an odd lot offer.
2. AMENDMENTS TO THE SCHEME
2.1 The scheme trust deed dated 4 March 1996, was approved and adopted by the
directors of JD Group on 29 March 1996. The trust deed was amended by special
resolution on 31 January 2001. It has since become outdated in many respects
such as in relation to the short periods in which shares under the scheme may be
traded, the long release periods of shares under the scheme, method of payment
for shares under the scheme and provisions in the trust deed which are not in
line with current legislation, STRATE and the JSE Securities Exchange South
Africa ("JSE") Listings Requirements.
2.2 In particular, the amendments of the provisions of the scheme relating to
the trading and release periods will result in shares becoming available to new
employees who will participate in the scheme.
2.3 It was decided to revise the scheme to meet the above requirements in
relation to scheme shares in the company and to bring it in line with current
legislation, STRATE and the new JSE Listings Requirements.
3. ODD LOT OFFER
3.1 Introduction
As at 30 June 2003, approximately 6 500 out of a total of approximately 9 400
registered shareholders and beneficial holders held fewer than 100 shares ("odd
lot holders"). These registered shareholders and beneficial holders hold
approximately 129 000 shares representing 0,08% of the issued ordinary share
capital of JD Group. In order to reduce the substantial administrative costs
connected with this large number of registered shareholders and beneficial
holders, the directors have proposed, subject to the fulfilment of the condition
precedent set out in paragraph 3.2 below, the implementation of an odd lot offer
in terms of which all odd lot holders recorded in the register at the close of
business on Friday, 29 August 2003 are offered the opportunity to:
3.1.1 subscribe for a sufficient number of additional JD Group shares at the
offer price in order to increase their odd lot holdings to 100 shares
("subscription alternative"); or
3.1.2 sell their odd lot holdings to JD Group at the offer price ("cash
alternative"); or
3.1.3 retain their odd lot holdings subject to paragraph 3.3 below.
Shareholders are advised that the last day to trade in order to participate in
the odd lot offer will be Friday, 22 August 2003. Any odd lot holder who sells a
portion of his shares or acquires additional shares after Friday, 22 August 2003
will still be treated as an odd lot holder for purposes of the odd lot offer.
The election period for the odd lot offer opens for acceptance at 09:00 on
Friday, 18 July 2003 and will close at 12:00 on Friday, 29 August 2003. The
transaction costs (including stamp duties and uncertificated securities tax)
will not be for the account of the odd lot holder.
3.2 Condition precedent
The odd lot offer is subject to the fulfilment of the condition precedent that
the ordinary and special resolutions relating to the odd lot offer are duly
passed and that the special resolutions are registered by the Registrar of
Companies.
3.3 Compulsory sale of odd lot holdings
The odd lot holdings of odd lot holders who elect the cash alternative or who do
not make an election will be acquired by JD Group in terms of section 85 of the
Companies Act, 1973 (Act 61 of 1973), as amended, at the offer price. Any
repurchase made by JD Group will be treated as a specific repurchase.
3.4 Offer price
The offer price per share will be the volume weighted average traded price of JD
Group shares on the JSE over the five trading days ended Tuesday, 5 August 2003.
The offer price will be published on the Securities Exchange News Service of the
JSE ("SENS") and on www.jdg.co.za on Wednesday, 6 August 2003 and in the press
on Thursday, 7 August 2003.
3.5 Salient dates and times
2003
Election period for the odd lot offer Friday, 18 July
opens at 09:00 on
Offer price determined on Tuesday, 5 August
Offer price published on SENS and on Wednesday, 6 August
www.jdg.co.za on
Offer price published in the press on Thursday, 7 August
Forms of proxy for the general Thursday, 7 August
meeting of shareholders to be
received by the transfer secretaries
by 09:00 on
General meeting of shareholders to be Monday, 11 August
held at 09:00 on
Results of general meeting published Monday, 11 August
on SENS and on www.jdg.co.za on
Results of general meeting published Tuesday, 12 August
in the press on
Last day to trade in order to Friday, 22 August
participate in the odd lot offer
Odd lot holders entitled to trade in Monday, 25 August
their JD Group shares to be issued
pursuant to the odd lot offer on
Election period for the odd lot offer Friday, 29 August
closes at 12:00 on
Forms of election for the odd lot Friday, 29 August
offer (together with the relevant
documents of title/cheque/banker"s
draft, as applicable) to be received
by the transfer secretaries by 12:00
on (see note 3 below)
Record date to determine the Friday, 29 August
shareholders entitled to participate
in the odd lot offer at the close of
business on
Implementation of the odd lot offer Friday, 29 August
takes effect after close of business
on
Results of the odd lot offer Monday, 1 September
published on SENS and on
www.jdg.co.za on
New share certificates in respect of Monday, 1 September
those certificated odd lot holders
electing the subscription alternative
and cheques in respect of the sale by
certificated odd lot holders of odd
lot holdings posted to certificated
shareholders against surrender of
existing documents of title on (see
note 4 below)
Accounts of dematerialised Monday, 1 September
shareholders maintained by Central
Securities Depository Participant
("CSDP") or stockbroker debited or
credited and updated on
Notes
1. The above dates and times are subject to change. Any changes will be
published on SENS, on www.jdg.co.za and in the press.
2. Shareholders may not dematerialise or rematerialise their shares between
Monday, 25 August 2003 and Friday, 29 August 2003, both dates inclusive.
3. Dematerialised odd lot holders are required to notify their duly appointed
CSDP or stockbroker of their odd lot offer election in the manner and time
stipulated in the custody agreement governing the relationship between an odd
lot holder and his CSDP or stockbroker.
4. In the case of holders of certificated shares, new share certificates or
cheques (as applicable) will be posted on Monday, 1 September 2003, or within
five business days after the receipt of such documents of title by the transfer
secretaries, whichever is the later.
3.6 Financial effects of the odd lot offer
The odd lot offer, including any issue of JD Group shares or repurchase of
shares by JD Group pursuant to the odd lot offer, will have no material effect
on JD Group"s ordinary share capital or on JD Group"s earnings per share, net
asset value per share or the tangible net asset value per share.
4. GENERAL MEETING
A general meeting of JD Group shareholders has been convened to be held in the
boardroom, 11th Floor, JD House, 27 Stiemens Street, Braamfontein at 09:00 on
Monday, 11 August 2003 for the purpose of considering and, if deemed fit,
passing the special and ordinary resolutions required to approve the amendments
to the scheme and implement the odd lot offer.
5. DOCUMENTATION
A circular regarding the amendments to the scheme and the odd lot offer and
incorporating a notice convening the general meeting will be posted to
shareholders on or about Friday, 18 July 2003.
The entire circular and the forms incorporated therein will be available on the
Internet and can be accessed via www.jdg.co.za. Shareholders may complete their
forms and issue instructions electronically via the Internet. Shareholders are
encouraged to make use of this facility in order to facilitate the timeous
receipt of shareholder instructions by the company"s transfer secretaries.
Johannesburg
18 July 2003
Investment bank and joint sponsor
Gensec Bank Limited
(Registration number 1996/004744/06)
Joint sponsor
JP Morgan
Attorneys
Levy, Feinsteins & Associates Inc
(Registration number 1995/001716/21)
Consultants to the scheme
CLS Consulting Services (Pty) Limited
(Registration number 1999/014204/07)
Register to receive email alerts when new investor information becomes available
from JD Group.
go to www.jdg.co.za
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