| Mon 5 Jun 2006, 17:06 | | Bytes Technology Group Limited - Announcement Of O |
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BTG
BTG
Bytes Technology Group Limited - Announcement Of Odd-Lot Offer
BYTES TECHNOLOGY GROUP LIMITED
(Registration number 1911/003874/06)
(Incorporated in the Republic of South Africa)
Share Code: BTG ISIN: ZAE000029526
("BTG" or "the Company")
ANNOUNCEMENT OF ODD-LOT OFFER
1. Introduction
There are currently approximately 1 250 out of 6 915 BTG shareholders,
constituting 18% of the total number of shareholders, who hold fewer than
100 shares ("odd-lot holdings"). These shareholders ("odd-lot holders")
hold approximately 36 114 shares in total, constituting 0.02% 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 BTG ("the Board") has
proposed the implementation of an odd-lot offer ("odd-lot offer") in order
to reduce such costs and to assist such odd-lot holders.
The odd-lot offer will also give those shareholders who wish to top-up
their odd-lot holding to 100 shares the opportunity to do so.
2. Mechanism
2.1 Odd-lot holders who are recorded as such in the register at the close
of business on Friday, 4 August 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 BTG shares on the JSE
Limited ("the JSE") for the five trading days up to and including
the close of trade on Thursday, 13 July 2006 ("the offer price")
in order to increase their shareholding to 100 shares; or
- to sell their odd-lot holdings at the offer price plus a 5%
premium; 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 odd-lot holdings in
terms of the odd-lot 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 BTG or its holding company. Any such purchase shall be
regarded as a specific repurchase in terms of the JSE Listings
Requirements ("specific repurchase").
2.4 To the extent that the shares purchased by odd-lot holders in terms of
the odd-lot 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 BTG 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, 28 July 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, 4 August 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, 4 August 2006, he will not be eligible to participate in the
odd-lot offer.
2.6 The election period for participation in the odd-lot offer opens at
9:00 on Friday, 14 July 2006 and will close at 12:00 on Friday, 4
August 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 odd-lot offer will be paid by BTG 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 BTG 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
BTG 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 BTG 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 6 below, are passed and, where
applicable, registered by the Registrar of Companies.
4. Salient dates and times
Events Date - 2006
Forms of proxy for the annual general meeting Wednesday, 12 July
to be received by 9:30
Annual general meeting to be held at the head Thursday, 13 July
office of BTG at 9:30 and odd-lot resolutions
proposed for approval
Results of the annual general meeting
announced on SENS
Results of the annual general meeting Friday, 14 July
announced in the press
Odd-lot offer price finalised and announced on
SENS
Election period for the odd-lot offer opens at
9:00
Finalised odd-lot offer price announced in the Monday, 17 July
press
Last day to trade in order to be eligible to Friday, 28 July
participate in the odd-lot offer
Trade ex the odd-lot offer commences Monday, 31 July
Election period for odd-lot offer closes at Friday, 4 August
12:00 (See Note 3)
Forms headed "Election to purchase shares or
retain odd-lot holding" or "Form of surrender
in respect of election to sell odd-lot
holding" and/or cheques and/or banker"s drafts
for the odd-lot offer in respect of
certificated shareholders to be received by
12:00
Record date for shareholders to participate in
the odd-lot offer
New share certificates posted to certificated Monday, 7 August
odd-lot holders who purchase shares in terms
of the odd-lot offer posted and safe custody
accounts of dematerialised odd-lot holders who
purchase shares in terms of the odd-lot offer,
updated and debited
Cheques posted or electronic transfers
effected to certificated odd-lot holders who
sell their odd-lot holding in terms of the odd-
lot offer and accounts of dematerialised odd-
lot holders who sell their odd-lot holding in
terms of the odd-lot offer credited
Results of the odd-lot offer released on SENS
Results of the odd-lot offer published in the Tuesday, 8 August
press
Listing of new BTG shares pursuant to the odd-
lot offer (if any) from commencement of
trading
Delisting of BTG shares pursuant to the odd-
lot offer (if any) from the commencement of
trading
Note
1. The above dates are subject to change. Any changes will be advised by
notification on SENS.
2. BTG shareholders may not dematerialise or rematerialise their shares
between Monday, 31 July 2006 and Friday, 4 August 2006, both days
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, 7 August
2006 if the form headed "Form of election and surrender in respect of
sale of odd-lot holding" and documents of title are received by no
later than 12:00 on Friday, 4 August 2006.
New share certificates will be posted to certificated odd-lot holders by
registered post at the risk of such shareholders.
5. Financial effects of the odd-lot offer
The odd-lot offer, being either a specific repurchase or a specific issue
of shares for cash, will not have a material effect on BTG"s earnings,
headline earnings, net asset value or net tangible asset value per share
for the year ended 28 February 2006.
6. Annual general meeting
The annual general meeting at which, inter alia, the implementation of the
odd-lot offer, the specific repurchase and specific issue of shares for
cash will be proposed for consideration and, if deemed fit, passed with or
without modification, will be held at 9:30 at the Company"s head office,
The Avenues North, 6 Mellis Road, Rivonia, Sandton on Thursday, 13 July
2006.
7. Annual report
The annual report containing details of the odd-lot offer and the annual
general meeting has been posted today to BTG shareholders.
Johannesburg
5 June 2006
Investment bank and sponsor
Nedbank Capital
Date: 05/06/2006 05:06:06 PM Produced by the JSE SENS Department
