| Mon 28 Nov 2005, 15:04 | | Ellerine Holdings Limited - Announcement of odd-lo |
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Ellerine Holdings Limited - Announcement of odd-lot offer
Ellerine Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/013402/06)
Share code: ELH & ISIN: ZAE000022752
("Ellerines" or "the company")
ANNOUNCEMENT OF ODD-LOT OFFER
1. Introduction
There are currently approximately 990 out of the 3 133 shareholders
of Ellerines, constituting 32% of the total number of shareholders
who hold fewer than 100 shares ("odd-lot holdings"). These
shareholders ("odd-lot holders") hold approximately 35 000 shares
in total, which constitutes only 0,0285% of the total number of
shares in issue. As there are substantial recurring costs involved
with the administration of such odd-lot holdings and in order to
allow odd-lot holders the opportunity to sell their odd-lot
holdings without being liable for dealing costs, which often amount
to more than the value of the shares, the board of directors of
Ellerines ("the board") has proposed the implementation of an odd-
lot offer ("the odd-lot offer") in order to reduce such costs and
to assist such odd-lot holders.
2. Mechanism
2.1 Odd-lot holders who are recorded as such in the register at the
close of business on Friday, 17 February 2006 ("the record date") and
nominee holders who hold less than 100 dematerialised shares on behalf of
a beneficial owner on the record date are offered three election
alternatives:
- to purchase sufficient shares at a price per share equal to the
volume weighted average traded price of Ellerines shares on the JSE
Limited ("the JSE") for the five trading days up to and including the
close of trade on Thursday, 2 February 2006 ("the offer price"), to
increase their odd-lot holdings to 100 shares; or
- to sell their odd-lot holdings to Ellerines at the offer price; or
- to retain their odd-lot holdings.
2.2 The odd-lot holders, who do not specifically choose one of the
election alternatives in accordance with paragraph 2.1 above, will be
deemed to have elected and agreed to sell their oddlot holdings in terms
of the oddlot offer.
2.3 To the extent that the number of shares sold by odd-lot holders in
terms of the odd-lot offer exceed the number of shares required to be
transferred to those odd-lot holders who have elected to increase their
odd-lot holdings to 100 shares, such excess shares will be purchased by
the Ellerine Employees Share Trust. Any shares required to be purchased
in addition to what the Ellerine Employees Share Trust is entitled to
acquire, will be acquired by Ellerines as a specific repurchase in terms
of the JSE Listings Requirements ("specific repurchase").
2.4 To the extent that the shares purchased by oddlot holders in terms
of the oddlot offer exceed the number of shares sold by the odd-lot
holders, additional shares will be issued or sold to the odd-lot holders
concerned by Ellerines as a specific issue of shares for cash in terms of
the JSE Listings Requirements ("specific issue").
2.5 Shareholders are advised that the last day to trade in order to
participate in the odd-lot offer will be Friday, 10 February 2006. A
shareholder holding less than 100 shares who sells a portion of his
shares, or buys additional shares and whose shareholding remains below
100 shares at the close of business on Friday, 17 February 2006 will be
entitled to participate in the odd-lot offer. If a shareholder holding
less than 100 shares acquires additional shares resulting in his
shareholding being 100 or more shares at the close of business on Friday,
17 February 2006, he will not be eligible to participate in the odd-lot
offer.
2.6 The election period for participation in the oddlot offer opens at
09:00 on Wednesday, 4 January 2006 and will close at 12:00 on Friday, 17
February 2006. Transaction costs (including stamp duty or uncertificated
securities tax but excluding income tax, capital gains tax and any other
tax) in connection with the sale or purchase of shares in terms of the
oddlot offer will be paid by Ellerines and will not be for the account of
the odd-lot holder.
2.7 The purpose of the odd-lot offer is to reduce, as far as possible,
the number of odd-lot holdings in existence as at the date of this
announcement. It is a term of the odd-lot offer that Ellerines shall be
entitled to refuse to implement the purchase or sale of shares pursuant
to the odd-lot offer in respect of any odd-lot holder whom Ellerines
reasonably believes has become an odd-lot holder in order to take
advantage of the odd-lot offer and such odd-lot holder will have no claim
against Ellerines arising out of or in connection with such refusal.
3. Conditions precedent
The odd-lot offer is subject to the required regulatory approvals
and the condition precedent that the resolutions contained in the
notice of annual general meeting, referred to in paragraph Error!
Reference source not found. below, are passed and, where
applicable, registered by the Registrar of Companies.
4. Salient dates and times
5.
6.
2006
Election period for the odd-lot offer opens Wednesday, 4
at 9:00 January
Forms of proxy for the annual general Friday, 27
meeting to be received by 10:00 January
Annual general meeting to be held at the Tuesday, 31
head office of Ellerines at 10:00 January
Results of the annual general meeting Tuesday, 31
announced on SENS January
Results of the annual general meeting Wednesday, 1
announced in the press February
Offer price announced on SENS Friday, 3
February
Offer price announced in the press Monday, 6
February
Last day to trade in order to be eligible to Friday, 10
participate in the odd-lot offer February
Trade ex the odd-lot offer commences Monday, 13
February
Election period for odd-lot offer closes at Friday, 17
12:00 February
Forms headed "Election to purchase shares or Friday, 17
retain oddlot holding" or "Form of surrender February
in respect of election to sell oddlot
holding" and/or cheques and/or banker"s
drafts for the odd-lot offer to be received
by 12:00
Record date to determine which shareholders Friday, 17
are entitled to participate in the odd-lot February
offer, at the close of business
Implementation of the odd-lot offer takes Friday, 17
place after the close of business February
New share certificates posted to Monday, 20
certificated odd-lot holders who purchase February
shares in terms of the oddlot offer posted
and safe custody accounts of dematerialised
odd-lot holders who purchase shares in terms
of the oddlot offer, updated
Cheques posted or electronic transfers Monday, 20
effected to certificated oddlot holders who February
have sold their oddlot holdings in terms of
the oddlot offer and accounts of
dematerialised odd-lot holders who have sold
their oddlot holdings in terms of the oddlot
offer credited (see note 4)
Results of the odd-lot offer released on Monday, 20
SENS February
Results of the odd-lot offer published in Tuesday, 21
the press February
Listing of new Ellerines shares pursuant to Tuesday, 21
the odd-lot offer (if any) from commencement February
of trading on or about
Notes:
1. The above dates are subject to change. Any changes will be advised
by notification on SENS.
2. Ellerines shareholders may not dematerialise or rematerialise their
shares between Monday, 13 February 2006 and Friday, 17 February 2006,
both dates inclusive.
3. Dematerialised odd-lot holders are required to notify their CSDP or
broker of their election in accordance with the custody agreement entered
into between them and their CSDP or broker in the manner and time
stipulated therein.
4. The issue of cheques or electronic transfers will take place in
respect of certificated odd-lot holders on or about Monday, 20 February
2006 if the form headed "Form of election and surrender in respect of
sale of oddlot holding" and documents of title are received by no later
than 12:00 on Friday, 17 February 2006
5. New share certificates will be posted to certificated odd-lot
holders by registered post at the risk of such odd-lot holders.
7. Financial effects of the odd-lot offer
The odd-lot offer, the specific repurchase and the specific issue
of shares for cash are not expected to have any material effect on
the earnings and headline earnings per share or on the net asset
value and net tangible asset value per Ellerines share.
8. Annual general meeting
The annual general meeting of shareholders ("annual general
meeting") will be held at 10:00 on Tuesday, 31 January 2006, at
which annual general meeting the resolutions required to implement
the odd-lot offer will be proposed for consideration and, if deemed
fit, passed with or without modification.
9. Annual report
The annual report containing details of the odd-lot offer and the
annual general meeting will be posted to Ellerines shareholders on
or about 15 December 2005.
Johannesburg
28 November 2005
Investment bank and Sponsor
Nedbank Capital
Attorneys
Cliffe Dekker
Date: 28/11/2005 03:08:00 PM Produced by the JSE SENS Department
