| Tue 4 May 2004, 13:01 | | Odd Lot Offer |
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Capitec Bank Holdings Limited - Odd Lot Offer
CAPITEC BANK HOLDINGS LIMITED
Registration number: 1999/025903/06
Share Code: CPI
ISIN Number: ZAE000035861
(Capitec)
ODD LOT OFFER
PSG Capital Limited is authorised to announce that the board of Capitec intends
to propose an odd-lot offer to shareholders at the annual general meeting of the
company to be held at the House of JC le Roux, Devon Valley, Stellenbosch on
Wednesday, 26 May 2004 at 12:00.
Subject to approval by shareholders and registration of the requisite special
resolutions by the Registrars of Companies and Banks, all ordinary shareholders
who hold less than 500 Capitec shares (odd-lots) at the close of business on
Friday, 23 July 2004, may elect one of the following three options :
- to subscribe for/purchase a sufficient number of additional Capitec shares
at the offer price to increase their odd-lot holdings to 500 shares
(purchase alternative); or
- to sell their odd-lot holdings to Capitec Bank at the offer price plus a
premium of 10% (`cash alternative); or
- to retain their odd-lot holdings.
Shareholders holding less than 100 ordinary shares in the issued capital of
Capitec should note that, unless they inform the transfer secretaries (in the
case of a shareholder holding certificated shares) or their CSDP or stockbroker
(in the case of a shareholder holding dematerialised shares) of their election,
their odd-lot holdings will be sold to Capitec Bank and the net proceeds
remitted to them.
The offer price per share will be determined using the volume weighted average
traded price of Capitec shares on the JSE over the five trading days commencing
on Friday, 2 July 2004 and ending on Thursday, 8 July 2004.
SALIENT DATES AND TIMES
2004
Proxies in respect of voting at the annual Monday, 24 May
general meeting to be received by 12:00 on
Annual general meeting of shareholders at 12:00 Wednesday, 26 May
on
Confirmation that the special resolution amending Monday, 14 June
the articles of association and authorising
expropriation of odd-lots has been registered by
the Registrars of Companies and Banks published
on SENS
Election period for the offer opens on Monday, 14 June
Formula to calculate offer price announced on Monday, 14 June
SENS on
Confirmation that the special resolution amending Tuesday, 15 June
the articles of association and authorising
expropriation of odd-lots has been registered by
the Registrars of Companies and Banks published
in the press
Formula to calculate offer price published in the Tuesday, 15 June
South African press on
Announcement of offer price on SENS on Friday, 9 July
Announcement of offer price in the press on Monday, 12 July
Last day to trade in order to participate in/be Friday, 16 July
eligible for the odd-lot offer on
Shares trade ex the odd-lot offer Monday, 19 July
Election period for the odd-lot offer closes at Friday, 23 July
12:00 on (see note 3)
Forms of election and surrender (together with Friday, 23 July
relevant documents of title/cheque/bankers
draft, as applicable) in respect of certificated
shareholders for the odd-lot offer to be received
by the transfer secretaries by 12:00 on
Record date to determine those ordinary Friday, 23 July
shareholders entitled to participate in the odd-
lot offer at the close of business on
Implementation of the odd-lot offer takes effect Monday, 26 July
at the commencement of business on
New share certificates posted and Monday, 26 July
cheques/electronic transfers in respect of
ordinary shareholders holding share certificates
posted/effected against surrender of existing
documents of title, and accounts debited/credited
and updated at the CSDP/broker in respect of
ordinary shareholders holding dematerialised
ordinary shares, from
Results of the odd-lot offer announced on SENS on Monday, 26 July
Results of the odd-lot offer published in the Tuesday, 27 July
South African press on
Notes :
1. The above dates and South African times are subject to change. Any changes
will be released on SENS and published in the South African press.
2. Odd-lot holders may not dematerialise or rematerialise their ordinary
shares between Monday, 19 July 2004 and Friday, 23 July 2004, both dates
inclusive.
3. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their response to the odd-lot offer in the manner and
time stipulated in the agreement governing the relationship between the odd
lot holder and his/her CSDP or broker.
4. In the case of holders of certificated shares, new share certificates
reflecting the additional shares purchased or cheques (as applicable) will
be posted at the risk of such holders on or about Monday, 26 July 2004 or
within five business days after the receipt of such documents of title by
the transfer secretaries, whichever is the later.
5. Documents of title of odd-lot holders holding less than 100 shares in
certificated format who make no election in terms of this odd-lot offer
will have no value after Friday, 23 July 2004, other than the relevant odd-
lot holder receiving the proceeds of the sale of the shares concerned.
A circular containing details of the above has been dispatched to all registered
shareholders on 30 April 2004. The circular is also available on
www.capitecbank.co.za
4 May 2004
Stellenbosch
Sponsor
PSG Capital Limited
Date: 04/05/2004 12:43:04 PM Produced by the JSE SENS Department
