| Mon 14 Jun 2004, 15:27 | | REGISTRATION OF SPECIAL RESOLUTION |
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CAPITEC BANK HOLDINGS LIMITED - REGISTRATION OF SPECIAL RESOLUTION
Capitec Bank Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/025903/06)
(`Capitec` or `the company`)
JSE share code: CPI
ISIN: ZAE000035861
REGISTRATION OF SPECIAL RESOLUTION
On 4 May 2004, PSG Capital Limited announced on SENS that the board of Capitec
intended to propose an odd-lot offer to shareholders at the annual general
meeting of the company to be held on Wednesday, 26 May 2004 (`the AGM`).
PSG Capital Limited is now authorised to announce that:
* the special and ordinary resolutions required to give effect to the
proposed odd-lot offer were passed by the requisite majority of
shareholders at the AGM;
* the applicable special resolutions were registered by the Registrars of
Companies and Banks as required; and
* the election period for the odd-lot offer has now opened.
The circular detailing the particulars of the odd-lot offer was posted to
shareholders together with the notice of the AGM containing the said ordinary
and special resolutions on 30 April 2004. The circular is also available on
www.capitecbank.co.za
In terms of the odd-lot offer, 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
Confirmation that the special resolutions
required to implement the odd-lot offer have
been registered by the Registrars of Companies
and Banks published on SENS Monday, 14 June
Election period for the offer opens on Monday, 14 June
Formula to calculate offer price announced on
SENS on Monday, 14 June
Confirmation that the special resolutions
required to implement the odd-lot offer have
been registered by the Registrars of Companies
and Banks published in the press Tuesday, 15 June
Formula to calculate offer price published in Tuesday, 15 June
the 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
eligible for the odd-lot offer on Friday, 16 July
Shares trade `ex` the odd-lot offer Monday, 19 July
Election period for the odd-lot offer closes at
12:00 on (see note 3) Friday, 23 July
Forms of election and surrender (together with
relevant documents of title/cheque/banker`s
draft, as applicable) in respect of
certificated shareholders for the odd-lot offer
to be received by the transfer secretaries by
12:00 on Friday, 23 July
Record date to determine those ordinary
shareholders entitled to participate in the odd-
lot offer at the close of business on Friday, 23 July
Implementation of the odd-lot offer takes
effect at the commencement of business on Monday, 26 July
New share certificates posted and
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 Monday, 26 July
Results of the odd-lot offer announced on SENS
on Monday, 26 July
Results of the odd-lot offer published in the
South African press on Tuesday, 27 July
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.
14 June 2004
Stellenbosch
Sponsor
PSG Capital Limited
Date: 14/06/2004 03:16:55 PM Produced by the JSE SENS Department
