| Mon 16 Aug 2004, 14:44 | | L.A. Group - Odd Lot Offer |
|
L.A. Group - Odd Lot Offer
L.A. GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1936/008786/06)
Share Code: LAR ISIN: ZAE000028676
Share Code: LAN ISIN: ZAE000028684
(`L.A. Group` or `the company`)
ODD LOT OFFER
INTRODUCTION
1. Sasfin Corporate Finance is authorised to announce that the board of
directors of L.A. Group intends to propose an odd lot offer to L.A. Group
ordinary and `N` ordinary shareholders (`shareholders`) at a general meeting of
the company to be held at the Boardroom, Colinton House, The Oval, Oakdale Road,
Newlands at 9h30 on Tuesday, 7 September 2004.
2. THE ODD LOT OFFER
2.1 Subject to the approval by shareholders of the ordinary and special
resolutions required to implement the odd lot offer and registration of such
special resolutions by the Registrar of Companies, all shareholders holding
fewer than 300 ordinary or `N` ordinary shares in the company (`odd lot
holders`) at the close of business on Thursday, 23 September 2004, may elect to
either:-
2.1.1 subscribe for a sufficient number of additional L.A. Group ordinary or
`N` ordinary shares at the offer price to increase their odd lot holdings to 300
ordinary or `N` ordinary shares (`the subscription alternative`);
2.1.2 to sell their odd lot holdings to the company at a 10% premium on the
offer price (`the cash alternative`); or
2.1.3 retain their odd lot holdings.
2.2 Odd lot holders holding fewer than 100 ordinary or `N` ordinary shares in
L.A. Group Limited should note that, unless they inform the transfer secretaries
of the company (in the case of shareholders holding certificated shares) or
their CSDP or broker (in the case of shareholders holding dematerialised shares)
of their election, their odd lot holdings will be sold to L.A. Group and the net
proceeds remitted to them.
2.3 The offer price per share, for shareholders electing the subscription
alternative, and the 10% premium thereon, for shareholders electing the cash
alternative, will be determined using the volume weighted average traded price
of L.A. Group ordinary and `N` ordinary shares on the JSE Securities Exchange
South Africa over the five trading dates immediately preceding Tuesday, 31
August 2004.
3. SALIENT DATES
Election period for the odd
lot offer opens at 09:00 on Monday, 16 August
Offer price determined on Tuesday, 31 August
Trading statement published Wednesday, 1 September
on
Offer price published on Wednesday, 1 September
SENS on
Offer price published in the Thursday, 2 September
press on
Forms of proxy for the
general meeting to be Friday, 3 September
received by the transfer
secretaries by 09H30 on
General meeting of L.A.
Group shareholders to be Tuesday, 7 September
held at 09H30 on
Results of general meeting Tuesday, 7 September
published on SENS on
Results of general meeting Wednesday, 8 September
published in the press on
Termination of listing of
repurchased shares from Monday, 13 September
commencement of trade on
Last date to trade in order
to participate in the odd Thursday, 16 September
lot offer
Election period for the odd
lot offer closes at 12:00 on Thursday, 23 September
Forms of election for odd
lot offer (together with the
relevant documents of
title/cheque/banker`s draft,
as applicable) to be Thursday, 23 September
received by transfer
secretaries by 12:00 on
(see note 3 below)
Record date to determine the
shareholders entitled to
participate in the odd lot Thursday, 23 September
offer at the close of
business on
Implementation of the odd
lot offer takes effect after Thursday, 23 September
close of business on
Results of the odd lot offer Monday, 27 September
published on SENS on
New share certificates in
respect of the subscription
alternative elected by
certificated shareholders
and cheques in respect of
the sale by certificated Monday, 27 September
shareholders of their odd
lot holdings posted against
surrender of their documents
of title on
(see note 4)
Dematerialised shareholders
will have their accounts at Monday, 27 September
their CSDP or broker debited
or credited on
Notes:
1. The above dates and times may be subject to amendment. Any such amendment
will be published on SENS an in the press.
2. Shareholders may not dematerialise or rematerialise their shares between
Friday, 17 September 2004 and Thursday, 23 September 2004, both days inclusive.
3. Dematerialised odd lot holders are required to notify their duly appointed
CSDP or broker of their odd lot offer election in the manner and time stipulated
in the custody agreement governing the relationship between that odd lot holder
and his CSDP or broker.
4. In the case of certificated shareholders, cheques will be posted on Monday,
27 September 2004, or within 5 business days after receipt of the documents of
title by the transfer secretaries, whichever is the later.
4. DOCUMENTATION AND GENERAL MEETING
A circular containing details of the odd lot offer and the specific repurchase
of shares which was announced on 10 June 2004 has been dispatched to all
shareholders on 16 August 2004.
5. TRADING UPDATE
The board of directors of L.A. Group expect that the earnings of the company for
the six month period to 31 August 2004 will be better than that for the previous
comparable reporting period, however due to the nature of the business of its
operating subsidiaries and its reliance on forward cover contracts and the
exchange rate the extent of this improvement is not yet known. The information
on which this trading update is based has not yet been reviewed by the auditors
of the company. As soon as the extent of the improvement can be quantified an
appropriate trading update will be published in accordance with the Listings
Requirements of the JSE Securities Exchange South Africa.
Cape Town
16 August 2004
Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Date: 16/08/2004 02:40:47 PM Produced by the JSE SENS Department
