| Tue 25 Nov 2003, 13:48 | | Offer Price For The Proposed Odd-Lot Offer |
|
New Africa Capital Limited - Offer Price For The Proposed Odd-Lot Offer
NEW AFRICA CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
("NAC" or the "Company")
ISIN: ZAE000033361
JSE share code: NAC
NSX share code: NWC
OFFER PRICE FOR THE PROPOSED ODD-LOT OFFER
1. Introduction
On 4 November 2003 NAC announced on the Securities Exchange News Service
("SENS") of the JSE Securities Exchange South Africa ("JSE") and in the South
African and Namibian press that the board of directors of NAC had proposed,
inter alia, subject to receiving the approval of shareholders at a general
meeting, the implementation of an odd-lot offer to facilitate a reduction in the
number of shareholders who hold less than 100 ordinary shares in NAC at close of
business on Friday, 12 December 2003. Full details of the odd-lot offer were
incorporated in a circular which was posted to shareholders on 4 November 2003.
2. Offer price
Shareholders are advised, in advance of the shareholders" meeting detailed in
paragraph 5 below, that the odd-lot offer price has been determined at R6.53 per
NAC ordinary share ("offer price"). The offer price is equivalent to the volume
weighted average traded price of NAC ordinary shares on the JSE over the five
trading days ended on Monday, 24 November 2003.
3. Odd-lot offer
The odd-lot offer opened on Tuesday, 4 November 2003 and will be implemented on
the basis that shareholders who hold shareholdings of less than 100 NAC ordinary
shares ("odd-lot holders") may, up to 12h00 on Friday, 12 December 2003, elect
either to:
- sell their odd-lot holdings to NAC at R6.86 being the offer price plus a 5%
premium per NAC share; or
- purchase a sufficient number of additional NAC shares at the offer price in
order to increase their respective holdings to 100 NAC shares; or
- retain their odd-lot holdings.
4. Compulsory sale of odd-lot holdings
The shares of those certificated odd-lot holders whose elections are not
received by the transfer secretaries of the Company on or before 12h00 on
Friday, 12 December 2003 or, in the case of dematerialised odd-lot holders, who
do not timeously instruct their Central Securities Depository Participant or
broker as to their election, will be acquired in terms of section 85 of the
Companies Act, 1973 (Act 61 of 1973) as amended, by NAC at R6.86, being the
offer price plus a premium of 5%. The documents of title of certificated odd-
lot holders will have no value after Friday, 12 December 2003, other than to
receive the proceeds of the sale of their odd-lot holdings against surrender of
their documents of title.
5. General meeting
The general meeting of ordinary shareholders will be held at the Executive
Suite, Parc du Cap 7, Mispel Road, Bellville at 11h00 on Wednesday, 26 November
2003, at which meeting the special and ordinary resolutions required to
implement the odd-lot offer will be proposed for consideration and, if deemed
fit, passed with or without modification.
6. Further announcement
A further announcement detailing the results of the general meeting and
finalisation of the odd-lot offer will be published on SENS on Wednesday, 26
November 2003 and in the South African and Namibian press on Thursday, 27
November 2003.
If you have any questions regarding the proposed odd-lot offer, please call the
Information Agent Toll Free Helpline on 0800 00 5036 or if calling from outside
South Africa, please call +2711 370 5000.
Cape Town
25 November 2003
Sponsor in South Africa Sponsor in Namibia
Merrill Lynch South Africa Simonis Storm Securities (Proprietary) Limited
(Proprietary) Limited
(Member of the NSX)
Legal adviser
Deneys Reitz Inc.
Date: 25/11/2003 01:40:03 PM Produced by the JSE SENS Department
