| Tue 3 Aug 2004, 16:12 | | FirstRand - Details and dates of the odd-lot offer |
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FirstRand - Details and dates of the odd-lot offer
FirstRand Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
Share Code: FSR
ISIN: ZAE000014973
(`FirstRand`)
Details and dates of the odd-lot offer
1. Introduction
FirstRand wishes to reduce the substantial and ongoing administration costs
associated with having a large number of small shareholders. At 25 June 2004,
approximately 8% of the total number of shareholders held less than 100 shares
each. These shareholders hold approximately 55 304 shares. Accordingly, the
directors have proposed the implementation of an odd-lot offer to facilitate a
reduction in the number of small shareholders.
A circular containing full details of the odd-lot offer will be posted to
shareholders on 4 August 2004, and all shareholders who hold in aggregate less
than 100 shares (`odd-lot holders`) are urged to read that circular carefully.
To assist shareholders in this regard, any questions may be referred to the
Information Agent (Computershare) by calling the helpline number on 0800 203 964
(or +27 11 870 8213 if calling from outside South Africa) from Wednesday, 4
August 2004 between 08:30 and 17:00.
2. Offer price
Subject to the fulfilment of the condition precedent set out in paragraph 6, the
odd-lot offer will be implemented at the price equivalent to the weighted
average traded price of FirstRand shares on the JSE Securities Exchange South
Africa (`JSE`), over the five trading days commencing on Friday 20 August 2004
and ending Thursday 26 August 2004 (`offer price`). The offer price will be
published on SENS on Friday 27 August 2004 and in the South African press on
Monday 30 August 2004.
3. Mechanism of the odd-lot offer
3.1 Odd-lot holders recorded as such at the close of business on Friday 17
September 2004 will be afforded the opportunity to participate in the odd-
lot offer. The odd-lot offer will be implemented on the basis that odd-lot
holders may elect to -
3.1.1 purchase or subscribe for sufficient additional shares to
increase their odd-lot holdings to holdings of 100 shares, at the
offer price (`the purchase alternative`); or
3.1.2 sell their odd-lot holdings at the offer price plus a 5% premium
(`the cash alternative`); or
3.1.3 retain their odd-lot holdings.
3.2 The shares of those odd-lot holders who do not make an election or who
elect the cash alternative will be applied in the first instance to meeting
the aggregate requirement of those odd-lot holders who elect to increase
their holdings to 100 shares and any surplus shares will be repurchased, at
the offer price plus a 5% premium, by FirstRand.
3.3 To the extent that the number of shares referred to in paragraph 3.2 is
insufficient to meet the aggregate requirement of those odd-lot holders who
elect to increase their holdings to 100 shares, FirstRand will issue new
shares to the odd-lot holders in question, at the offer price.
Shareholders who hold in aggregate less than 100 shares at the close of business
on Friday 17 September 2004, and who do not elect the cash alternative, the
purchase alternative or to retain their odd-lot holding, will be deemed to have
accepted the cash alternative and will have their odd-lot holdings sold on their
behalf at the offer price plus a 5% premium, without any further action on their
part and without any further notice to them.
4. Effect on FirstRand`s share capital
The odd-lot offer, including any new issue of shares or repurchase of shares by
FirstRand pursuant to the odd-lot offer, will have no material effect on
FirstRand`s ordinary share capital.
5. Financial effects
The odd-lot offer and any potential issue of new shares or specific repurchase
of shares pursuant to the odd-lot offer will have no material effect on
FirstRand`s earnings and headline earnings per share, or on the net asset value
and tangible net asset value per share.
6. Condition precedent
The implementation of the odd-lot offer is subject to the passing, and
registration where necessary, of the special and ordinary resolutions to be
proposed at the general meeting of shareholders of FirstRand to be held at 10h00
on Thursday 2 September 2004.
7. Salient dates
The salient dates in respect of the odd-lot offer are as follows -
2004
Odd-lot offer opens at 09h00 on Wednesday 4 August
Offer price finalised and announced Friday 27 August
on SENS on
Offer price published in the South Monday 30 August
African press on
Forms of proxy for the general Tuesday 31 August
meeting of shareholders to be
received by the transfer secretaries
by 10h00 on
General meeting of shareholders held Thursday 2 September
at 10h00 on
Results of general meeting published Thursday 2 September
on SENS on
Results of general meeting published Friday 3 September
in the press on
Last day to trade in order to Friday 10 September
participate in the odd-lot offer on
Forms of election and surrender for Friday 17 September
the odd-lot offer to be received by
the transfer secretaries by 12h00 on
Odd lot offer closes at 12h00 on Friday 17 September
Record date to determine those Friday 17 September
shareholders entitled to participate
in the odd-lot offer at the close of
business on
Implementation of the odd-lot offer Friday 17 September
takes effect after close of business
on
Odd-lot holders with dematerialised Monday 20 September
shares have their safe custody
accounts held at their CSDP or broker
updated with their new holding and
debited/credited with the cash
amount, as the case may be, on
New share certificates posted to odd-
lot holders with certificated shares Monday 20 September
who elected to purchase additional
shares, at the risk of such odd-lot
holders, on or about
Cheques in respect of the sale of odd- Monday 20 September
lot holdings by odd-lot holders with
certificated shares posted, at the
risk of such odd-lot holders, on or
about
Results of the odd-lot offer Monday 20 September
announced on SENS on
Results of the odd-lot offer Tuesday 21 September
published in the press on
Notes:
1. The above dates and times are subject to change. Any changes will be
published in the South African press and on SENS.
2. All times in this circular are South African local times.
3. Shareholdings may not be dematerialised or rematerialised between Monday 13
September 2004 and Friday 17 September 2004, both days inclusive.
4. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their election in the manner and time stipulated in the
agreement governing the relationship between the odd-lot holder and his
CSDP or broker.
5. In the case of holders of certificated shares who elect the cash
alternative, cheques will be posted at the risk of such holder on or about
Monday 20 September 2004, or within five business days after the receipt of
such documents of title by the transfer secretaries, whichever is the
later.
8. General meeting
The general meeting of shareholders will be held at 10h00 on Thursday 2
September 2004 at 1 Merchant Place, corner Fredman Drive and Rivonia Road,
Sandton.
At the general meeting, shareholders will be asked to consider and approve,
inter alia, special resolutions amending the articles of association of
FirstRand for purposes of implementing the odd-lot offer, granting a specific
authority to purchase its own shares for purposes of implementing the odd-lot
offer and amending the articles of association of FirstRand to amend certain of
the rights and privileges attaching to the preference shares not yet in issue.
9. Documentation
A circular containing full details of the odd-lot offer, a notice of the general
meeting of shareholders, a form of proxy, and a form of election and surrender
will be posted to shareholders on 4 August 2004.
Sandton
3 August 2004
Merchant bank and sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited) Corporate Finance
Attorneys
Deneys Reitz
Information agent and transfer secretaries
Computershare Investor Services 2004 (Proprietary) Limited
Date: 03/08/2004 03:59:12 PM Produced by the JSE SENS Department
