| Fri 15 Apr 2005, 8:38 | | Marshalls Limited - Restructure Of Share Capital |
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Marshalls Limited - Restructure Of Share Capital
MARSHALLS LIMITED
(Formerly MARSHALLS CONTROLLING INVESTMENTS LIMITED)
(Registration number 1987/002656/06)
Share codes: MSS/MRN
ISIN numbers: ZAE000031225/ZAE000031233
(`Marshalls` or `the company`)
MARSHALLS : RESTRUCTURE OF SHARE CAPITAL
1. INTRODUCTION
Imara Corporate Finance South Africa (Pty) Limited is authorised to announce
that the directors of Marshalls have recommended that the share capital of the
Company be simplified by consolidating the two classes of shares into one class
of share of no par value.
2. RESTRUCTURE OF SHARE CAPITAL (`the restructure`)
The Company currently has two classes of shares in issue, namely ordinary and
`N` ordinary shares, with differential voting rights. The directors are of the
opinion that the share capital structure should be simplified by consolidating
the two classes of shares into one class of share of no par value. This has the
benefit of not only a simplified capital structure but also providing liquidity
in the market.
2.1 the present share capital structure of the company is:
2.1. 1 authorised share capital: R14,200,000 divided into 14,000,000 ordinary
par value shares of R1-00 each and 20,000,000 `N` ordinary par value
shares of 1 cent each;
2.1.2 issued share capital: R11,504,501 divided into 11,445,230 ordinary par
value shares of R1-00 each and 5,927,070 `N` ordinary par value shares
of 1 cent each;
2.1.3 share premium account: R15,304,525.
2.2. the share capital structure of the company after the conversion to no
par value shares will be as follows:
2.2.1 authorised capital : 34,000,000 ordinary shares of no par value;
2.2.2 issued capital: 17,372,300 ordinary shares of no par value;
2.2.3 stated capital: R26,809,026.
2.3 The issued ordinary and `N` ordinary shares rank pari passu in all
respects, except in respect of voting rights. Following the restructuring
of the share capital, only new no par value ordinary shares will be in
issue, all of which will rank pari passu in all respects.
3. SALIENT DATES OF THE RESTRUCTURE
EVENT TIME DATE
Circular Posted - Friday, 15 April 2005
Last day for receipt of proxies
for the general meetings of 9:00am Friday, 6 May 2005
shareholders
General meetings of shareholders
(See Note 2 below) 9:00am Monday, 9 May 2005
Results of general meetings - Monday, 9 May 2005
released on SENS
Results of general meetings - Tuesday, 10 May 2005
published in the press
Close of
Last date to trade in par value Trading Friday, 20 May 2005
ordinary shares and par value `N`
ordinary shares
Trading in new no par value Start of
ordinary shares commences Trading Monday, 23 May 2005
Suspension of listing of par Start of
value ordinary shares and `N` Trading Monday, 23 May 2005
ordinary shares
Record date
- Friday, 27 May 2005
Monday, 30 May 2005
Issue date of the new no par -
value ordinary shares
Share certificates will be posted
out to those certificated
shareholders who have surrendered
their share certificates or other
documents of title, together with - Monday, 30 May 2005
a surrender form, on or about
Dematerialised shareholders will
have their accounts at their CSDP - Monday, 30 May 2005
or broker updated on
Termination of the listing of par Start of
value ordinary shares and `N` Trading Monday, 30 May 2005
ordinary shares
Note: Share certificates in respect of par value ordinary shares and `N`
ordinary shares may not be dematerialised or rematerialised after Friday, 20 May
2005.
4. DOCUMENTATION AND GENERAL MEETING
A general meeting of shareholders, and separate meetings of the ordinary
shareholders and `N` ordinary shareholders, will be held on 9 May 2005
respectively to approve the consolidation of ordinary and `N` ordinary shares
into one class of share of no par value and the resulting modification of class
rights.
A circular containing full details of the restructuring of the share capital and
convening a general meeting of shareholders to pass the requisite resolutions
will be sent to shareholders today, 15 April 2005.
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Attorneys
Shepstone & Wylie
13 April 2005
Date: 15/04/2005 07:09:28 AM
Produced by the JSE SENS Department
