| Fri 19 Dec 2003, 17:37 | | Announcement Of Odd-Lot Offer |
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Paracon Holdings Limited - Announcement Of Odd-Lot Offer
Paracon Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number 1997/008181/06
ISIN: ZAE000029674
Share code: PCN
("Paracon"
ANNOUNCEMENT OF ODD-LOT OFFER
Introduction
As at 1 October 2003, 1 030 of the 2 130 registered shareholders of Paracon
(comprising 48,4% of the total number of shareholders) held fewer than 1 000
shares. In total, these shareholders held approximately 414 000 shares, which
constitutes only 0,10% of the total number of shares in issue. In order to
reduce the substantial recurring costs of administration connected with this
large number of shareholders holding a small number of shares, the board of
directors of Paracon has proposed the implementation of an odd-lot offer ("odd-
lot offer") to facilitate a reduction in the number of odd-lot holders in an
equitable manner.
Mechanism
All shareholders ("odd-lot holders") who hold individually fewer than 1 000
shares at the close of business on Friday, 13 February 2004 ("odd-lot holdings")
are offered the opportunity to either:
- buy enough shares, at the price equal to the volume weighted average traded
price of which Paracon"s shares on the JSE Securities Exchange South Africa
("JSE") over the five trading days up to and including 22 January 2004 ("offer
price"), to increase their holdings to 1 000 shares ("purchase alternative"); or
- sell their odd-lot holdings to Paracon at the offer price plus a premium of
5% ("sale alternative"); or
- retain their odd-lot holdings.
If an odd-lot holder does not make an election, he/she will be deemed to have
elected the sale alternative and his/her odd-lot holding will be acquired at the
offer price plus a premium of 5%.
The shares sold under the sale alternative will be acquired by Paracon and/or a
subsidiary of Paracon as a specific repurchase in terms of the Listings
Requirements ("specific repurchase").
The shares purchased under the purchase alternative will be issued or sold to
the odd-lot holders concerned by Paracon or a subsidiary of Paracon as a
specific issue in terms of the Listings Requirements ("specific issue").
Shareholders are advised that the last day to trade in order to participate in
the odd-lot offer will be Friday, 6 February 2004. Any person holding less than
1 000 shares who sells a portion of his/her shares, or buys additional shares
and whose shareholding remains below 1 000 shares at the close of business on
Friday, 13 February 2004 will still be treated as an odd-lot holder for purposes
of the odd-lot offer. Alternatively, if a person holding less than 1 000 shares
acquires additional shares resulting in his/her shareholding being 1 000 or more
shares at the close of business on Friday, 13 February 2004, that person will
not be entitled to participate in the odd-lot offer.
The odd-lot offer opens for acceptance on Monday, 22 December 2003 and will
close at 12:00 on Friday, 13 February 2004. Transaction costs (including stamp
duty or uncertificated securities tax but not income tax, capital gains tax or
any other tax (if any)) in connection with the sale or purchase of the shares
will be paid by Paracon and will not be for the account of the odd-lot holder.
Condition precedent
The odd-lot offer is subject to the condition precedent that the resolutions
(contained in the notice of general meeting referred to in paragraph 0 below)
are passed and, where applicable, registered by the Registrar of Companies.
Salient dates and times
2003
Election period for the odd-lot offer opens at Monday, 22 December
9:00 on
2004
Odd-lot offer price finalised and announced on Thursday, 22 January
SENS
Odd-lot offer price finalised and announced in Friday, 23 January
the press
Forms of proxy for the general meeting to be Monday, 26 January
received by 10:15 on
General meeting to be held at the registered Wednesday, 28 January
office of Paracon at the later of 10:15 and
immediately upon conclusion of the Annual General
Meeting
Results of the general meeting announced on SENS Wednesday, 28 January
Results of the general meeting announced in the Thursday, 29 January
press
Last day to trade in order to be eligible to Friday, 6 February
participate in the odd-lot offer on
Trade ex the odd-lot offer commences on Monday, 9 February
Election period for odd-lot offer closes at 12:00 Friday, 13 February
on (see note 3)
Form of election and cheques and banker"s drafts Friday, 13 February
for the odd-lot offer to be received by 12:00 on
Record date to determine those shareholders Friday, 13 February
entitled to participate in the odd-lot offer at
the close of business on
Implementation of the odd-lot offer takes place Friday 13 February
after the close of business on
New share certificates in respect of certificated Monday, 16 February
shareholders who elect the purchase alternative
posted against surrender of existing documents of
title, and safe custody accounts updated and/or
debited/credited at CSDP/broker in respect of
dematerialised shareholders (see note 4)
Cheques or electronic transfers posted to or Monday, 16 January
effected in respect of certificated shareholders
who elect the sale alternative against surrender
of existing documents of title and credited to
accounts of dematerialised shareholders (see note
4)
Results of the odd-lot offer released on SENS on Monday, 16 February
Results of the odd-lot offer published in the Tuesday, 17 February
press on
Note:
The above dates are subject to change. Any changes will be advised by SENS.
Paracon shareholders may not dematerialise or rematerialise their shares between
Monday, 9 February 2004 and Friday, 13 February 2004, both dates inclusive.
Dematerialised Paracon shareholders are required to notify their CSDP or broker
of their election in accordance with the custody agreement entered into between
them and their CSDP or broker in the manner and time stipulated therein.
The issue of cheques, electronic transfers or the issue of new share
certificates will take place in respect of certificated shareholders on or about
Monday, 16 February 2004 or within 5 days of receipt of their documents of title
and forms of surrender.
New share certificates will be posted to certificated shareholders at their risk
by registered post.
Shares purchased after the last day to trade, being Friday, 6 February 2004,
will not be eligible to participate in the odd-lot offer.
Financial effects of the odd-lot offer
The odd-lot offer, the specific repurchase and the specific issue are not
expected to have any material effect on the earnings and headline earnings per
share or on the net asset value and net tangible asset value per share of
Paracon.
General meeting
A general meeting of shareholders ("general meeting") will be held at the later
of 10:15 and immediately upon conclusion of the annual general meeting on
Wednesday, 28 January 2004, at which general meeting the resolutions required to
implement the odd-lot offer will be proposed for consideration and, if deemed
fit, passed with or without modification.
Circular
A circular containing details of the odd-lot offer and the general meeting will
be posted to Paracon shareholders today.
Johannesburg
22 December 2003
Investment bank and Sponsor
Nedbank Corporate
Attorneys
Werksmans
Date: 19/12/2003 05:30:35 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
