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Jd Group - Announcement Of Odd Lot Offer Price
Release Date: 06/08/2003 14:57:18 Code(s): JDG
JD Group - Announcement of odd lot offer price
JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
Share code: JDG ISIN: ZAE000030771
("JD Group")
Announcement of odd lot offer price
1. INTRODUCTION
Further to the announcement and circular dated 18 July 2003 regarding the
amendments to The JD Group Employee Share Incentive Scheme and odd lot offer,
shareholders are advised that the odd lot offer price is R28,01 per share
("offer price"), being the volume weighted average traded price of JD Group
shares on the JSE Securities Exchange South Africa over the five trading days
ended Tuesday, 5 August 2003.
In terms of the odd lot offer, which is subject to the fulfillment of the
condition precedent set out in paragraph 2 below, all registered shareholders of
fewer than 100 shares and beneficial holders of fewer than 100 dematerialised
shares recorded in the register at the close of business on Friday, 29 August
2003 ("odd lot holders") are offered the opportunity to:
1.1 subscribe for a sufficient number of additional JD Group shares at R28,01
per share in order to increase their odd lot holding to 100 shares ("the
subscription alternative"); or
1.2 sell their odd lot holdings to JD Group at R28,01 per share, being the
offer price ("the cash alternative"); or
1.3 retain their odd lot holdings subject to paragraph 3 below.
2. CONDITION PRECEDENT
The odd lot offer is subject to the fulfillment of the condition precedent that
the special and ordinary resolutions required for the odd lot offer and
contained in the notice of general meeting referred to in paragraph 5 below, are
duly passed and that the special resolutions are registered by the Registrar of
Companies.
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.
4. SALIENT DATES AND TIMES
2003
Forms of proxy for the general meeting Thursday, 7 August
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 on
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/bankers
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 published Monday, 1 September
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
shareholders maintained by CSDP or
stockbroker debited
or credited and updated on Monday, 1 September
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.
5. 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.
Johannesburg
6 August 2003
Investment bank and joint sponsor
Gensec Bank Limited
(Registration number 1996/004744/06)
Attorneys
Levy, Feinsteins & Associates Inc
(Registration number 1995/001716/21)
Joint sponsor
JP Morgan
Register to receive email alerts when new investor information becomes available
from JD Group.
Go to www.jdg.co.za
Iproxy
Online proxy voting and shareholder instructions processed by: www.iproxy.co.za
Date: 06/08/2003 02:57:33 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
