| Thu 21 Sep 2006, 15:50 | | Basil Read Holdings Limited - Claw back offer |
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BSR
BSR
Basil Read Holdings Limited - Claw back offer
Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/007758/06)
Share code: BSR ISIN: ZAE000029781
("Basil Read" or "the company")
Claw back offer
Introduction
On 16 August 2006 Basil Read published its interim results for the six
months ended 30 June 2006 and shareholders were notified that the board of
directors had resolved to proceed with a claw back offer to existing
shareholders ("claw back offer"). The terms of the claw back offer have
been finalised and are as follows: Basil Read will offer for subscription a
total of 15 111 777 rights shares at an issue price of 725 cents per rights
share in the ratio of 2 rights shares for every 100 Basil Read shares held
by Basil Read shareholder at the close of business on Friday, 13 October
2006.
A claw back offer effectively amounts to a fully underwritten rights offer.
The claw back offer proceeds of R109.6 million are paid to the company by
the subscribers, detailed below, against the conditional allotment of new
shares in the company. The claw back offer then affords Basil Read
shareholders the opportunity to "claw back" shares thus allocated through
an entitlement to subscribe for such shares from the company in proportion
to their existing shareholdings or to sell or renounce such rights. Shares
not acquired pursuant to the claw back are issued to the subscribers.
Rationale for the claw back offer
The purpose of the claw back offer is to increase the shareholder funds of
the group, at a time during which the number, scale and average duration of
contracts in all of Basil Read"s divisions have increased materially,
following a previous cycle of low activity levels in the construction and
contract mining sectors.
The subscribers
In terms of subscription agreements, Industrial Development Corporation of
South Africa Limited ("IDC"), Stanlib Asset Management (Pty) Limited and
Praesidium Capital Management (Pty) Limited ("the subscribers") have agreed
to subscribe for 15 111 777 new Basil Read shares for a consideration of
725 cents per share. The IDC"s subscription agreement is subject to
ratification thereof by the board of directors of IDC on 26 September 2006.
Following this ratification, the claw back offer will become unconditional
and an announcement containing finalisation details will be published.
Salient dates and times
Set out below are the salient dates and times pertaining to the claw back
offer:
2006
Last day to trade in Basil Read shares in order to
qualify to participate in the claw back offer
(cum entitlement) Friday, 6 October
Subscription by the subscribers for the new
Basil Read shares Friday, 6 October
Listing of letters of allocation on the JSE under
the JSE code "BSRN" and ISIN: ZAE000084976 commences
at 09:00 on Monday, 9 October
Letters of allocation commence trading on the JSE
at 09:00 on Monday, 9 October
Basil Read shares commence trading ex rights on
the JSE at 09:00 on Monday, 9 October
Record date for the claw back offer at the close
of business on Friday, 13 October
Claw back offer opens at 09:00 on Monday, 16 October
Circular and form of instruction (where applicable)
posted to shareholders on Monday, 16 October
Last day for trading in letters of allocation on
the JSE on Friday, 27 October
Listing of rights shares on the JSE commences
at 09:00 on Monday, 30 October
Claw back offer closes at 12:00 on (see note 4) Friday, 3 November
Record date for letters of allocation on Friday, 3 November
Entitlements in terms of the claw back offer
available on Monday, 6 November
Rights shares issued and share certificates posted
to holders of certificated shares on or about on Monday, 6 November
CSDP/broker accounts in respect of holders of
dematerialised shares debited and updated on Monday, 6 November
Results of claw back offer announced on SENS on Monday, 6 November
Results of claw back offer announced in the press on Tuesday, 7 November
Notes:
1. The above dates and times are subject to change. Any changes will be
released on SENS and published in the press.
2. In respect of Basil Read shares, share certificates may not be
dematerialised or rematerialised between Monday, 9 October 2006 and Friday,
13 October 2006, both days inclusive.
3. CSDPs effect payment on a delivery versus payment method in respect of
holders of dematerialised shares.
4. If you are a holder of dematerialised shares you are required to notify
your duly appointed CSDP/broker of your acceptance of the claw back offer
in the manner and time stipulated in the agreement governing the
relationship between yourself and your CSDP/broker.
Circular
A circular containing details of the claw back offer will be posted to
shareholders on Monday, 16 October 2006.
Johannesburg
21 September 2006
Sponsor
Bridge Capital
Advisor
Societe Generale
Attorneys
Lapin Attorneys
Corporate law advisors
Nucleus Corporate Advisers
Reporting accountants and auditors
Pricewaterhousecoopers
Date: 21/09/2006 03:50:06 PM Produced by the JSE SENS Department
