| Thu 9 Mar 2006, 17:00 | | WB Holdings Limited - Proposed Reconstitution Of T |
|
WBH
WBH
WB Holdings Limited - Proposed Reconstitution Of The Company
WB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH
ISIN: ZAE000007902
("WB Holdings" or "the company")
PROPOSED RECONSTITUTION OF THE COMPANY
PROPOSED CHANGE OF NAME TO AFROCENTRIC INVESTMENT CORPORATION LIMITED
PROPOSED RIGHTS OFFER
1. INTRODUCTION AND BACKGROUND
It was announced on SENS on 28 October 2005 that Messrs Meyer Kahn and Michael
(Motty) Sacks (or their nominees) had agreed to purchase 80% of the issued
shares in WB Holdings. The purchase was concluded on 20 December 2005 and it was
announced on SENS on 20 December 2005 that the then existing board of directors
of the company had been replaced with immediate effect by NB Bam, NMJ Canca, MV
Gantsho, JM Kahn, MI Sacks, Prof DI Swartz.
It was also announced that initiatives were being finalised to recapitalise the
company, to introduce BEE associates and other stakeholders and to change the
company"s name (collectively "the reconstitution"). The company also indicated
that it intended to approach the JSE to request to change the JSE sector on
which the company is listed.
The purpose of this announcement is to provide information relevant to the
reconstitution and the intended general meeting of WB Holdings shareholders.
2. PROPOSED RECONSTITUTION OF THE COMPANY
2.1 The proposal
The directors propose to reconstitute the company as a black empowered
diversified investment holding company. In furtherance of this objective the
following steps will be taken, in addition to the appointment of a new board,
which has already taken place:
The authorised share capital of the company will be altered and increased to
consist of additional ordinary shares and listed redeemable participating
preference shares of one cent each ("redeemable preference shares").
The company"s name will be changed to AfroCentric Investment Corporation
Limited.
The company"s Memorandum and Articles of Association will be amended.
A new share incentive scheme will be adopted.
Shareholder undertakings
Shareholders representing 80% of the ordinary shares entitled to vote at the
general meeting have undertaken in writing to vote their shares in favour of the
special and ordinary resolutions.
Intended Rights Offer
Following the implementation of the above, it is intended that the company will
make a rights offer in compliance with JSE requirements to its ordinary
shareholders of new ordinary shares and new redeemable preference shares in
order to raise additional equity capital ("the rights offer"). Further
information, including the timing, ratio, underwriting details and pricing of
the rights offer will be disclosed in an announcement on SENS and in the press
in due course, and a circular will be sent to shareholders containing full
details of the rights offer.
In conjunction with the rights offer, application will be made to transfer the
listing of the company to the appropriate sector of the JSE lists.
3. SALIENT DATES
2006
Circular and notice of general meeting Monday, 6 March
posted to shareholders on
Last day for lodging forms of proxy by Thursday, 30 March
10h00 on
General meeting of WB Holdings
shareholders at 10h00 on Friday, 31 March
Announcement of results of general meeting
on SENS on Friday, 31 March
Announcement of results of general meeting
in press on Monday, 3 April
Last day to trade in shares under the name
WB Holdings Limited Thursday, 20 April
Ordinary shares commence trading under the Friday, 21 April
name AfroCentric Investment Corporation
Limited
Short name: AFRO-C
Code: ACT
ISIN: ZAE000078416
Record date for the name change Friday, 28 April
Certificates reflecting the new name
posted (certificated shareholders only) Tuesday, 2 May
and CSDP and brokers safe custody accounts
updated on
Notes:
No share certificates bearing the name WB Holdings Limited may be dematerialised
or rematerialised after Thursday, 20 April 2006.
The above dates and times are subject to amendment and are dependent upon the
approval of WB Holdings shareholders of the special and ordinary resolutions set
out in the notice of general meeting contained in the circular to shareholders
being obtained and upon the registration of the requisite special resolution
relating to the name change.
4. SHAREHOLDER APPROVAL AND GENERAL MEETING
A general meeting of shareholders will be held on Friday, 31 March 2006 in the
Euro Room, Sasfin Holdings Limited, 13 - 15 Scott Street, Waverley,
Johannesburg, 2090 at 10h00 for the purpose of considering and, if deemed fit,
passing, with or without modification, the special and ordinary resolutions
required to approve and implement the reconstitution.
A circular setting out the details of the reconstitution and containing a notice
of general meeting was posted to shareholders on 6 March 2006. A further
announcement advising shareholders of the results of the general meeting will be
published after the general meeting on or about Friday, 31 March 2006.
Johannesburg
9 March 2006
Corporate Adviser and Sponsor
Sasfin Corporate Finance
A division of Sasfin Bank Limited
Date: 09/03/2006 05:00:08 PM Produced by the JSE SENS Department
