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Global Technology Limited - Proposed Rights Offer And Further Cautionary
GLOBAL TECHNOLOGY LIMITED
Incorporated in the Republic of South Africa
(Registration number 1996/009809/06)
Share code: GLT
ISIN: ZAE000016820
("Glotec" or "the company")
PROPOSED RIGHTS OFFER BY GLOTEC TO RAISE UP TO R52 982 711 AND FURTHER
CAUTIONARY ANNOUNCEMENT
1. Introduction
The board of directors of Glotec has resolved to proceed with a renounceable
rights offer of 2 649 135 588 new Glotec ordinary shares of 0,1 cents each ("new
shares") in the ratio of 6 new shares for every 1 Glotec ordinary share held at
the record date, being 12 March 2004 ("the record date"), at an issue price of 2
cents per new share, in order to raise up to R52 982 711,76, before expenses
("the rights offer"). The purpose of the rights offer is to convert R46 094 000
of debt owed by the company to its major financiers who have underwritten the
rights offer ("the underwriters") into equity in order to restore the solvency
of Glotec and ensure its future sustainability.
2. The rights offer
In terms of the underwriting agreement entered into between the underwriters and
the company, the underwriters have agreed to underwrite 2 304 700 000 new shares
in terms of the rights offer, being the equivalent of R46 094 000. The
underwriters will set off their liability in terms of the underwriting agreement
against the debt owed to them by the company.
The underwriting agreement is irrevocable subject to the condition precedent
that all regulatory approvals in respect of the rights offer are obtained prior
to Wednesday, 31 March 2004.
2.1 Application for the listing of Glotec shares and letters of allocation on
the JSE Securities Exchange South Africa ("the JSE")
Glotec has made application to the Listings Committee of the JSE for the listing
of:
- 2 649 135 588 renounceable (nil paid) letters of allocation; and
- a maximum of 2 649 135 588 new shares to be issued pursuant to the rights
offer.
2.2 Conditions precedent
The implementation of the rights offer is subject to the following conditions
precedent being fulfilled, namely:
the JSE granting a listing for the 2 649 135 588 letters of allocation and a
maximum of 2 649 135 588 new shares to be issued pursuant to the rights offer;
to the extent necessary, approval from the Exchange Control department of the
South African Reserve Bank being obtained; and
the Registrar of Companies registering the rights offer documentation.
2.3 Salient dates for participation in the rights offer
Glotec shareholders are advised that the last date to trade in Glotec shares in
order to be entitled to participate in the rights offer is Friday, 5 March 2004
for settlement by the record date, being Friday, 12 March 2004. Subject to the
approval of the JSE, it is anticipated that the letters of allocation will be
listed on the JSE with effect from the commencement of trade on Monday, 8 March
2004, on which date the Glotec shares will trade "ex-rights". These dates may
be subject to change, and any such change will be released on SENS and published
in the press.
3. Documentation
A circular to Glotec shareholders, incorporating revised listing particulars of
Glotec, giving full details of the rights offer ("the circular"), is being
finalised and will be mailed to Glotec shareholders in due course. A form of
instruction in respect of a letter of allocation will be enclosed with the
circular for use by Glotec shareholders who have not dematerialised their Glotec
shares.
4. Further cautionary announcement
The negotiations relating to the disposal of Brolink (Proprietary) Limited and
Global Technology Insurance Systems (Proprietary) Limited as announced on
Friday, 12 December 2003 are still in progress and as such shareholders are
advised to continue to exercise caution when trading in shares of Glotec on the
JSE until a full announcement is made in this regard.
Johannesburg
13 February 2004
Sponsor
Merchant Sponsors (Proprietary) Limited
Corporate adviser
Merchantec (Proprietary) Limited
Corporate Secretary
Arcay Client Support (Proprietary) Limited
(Registration number 1998/025284/07)
Attorneys
Werksmans Incorporated
Reporting accountants and auditors
Deloitte & Touche
Date: 13/02/2004 11:24:04 AM Produced by the JSE SENS Department
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