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Circular, notice of general meeting and declaration announcement regarding the proposed share consolidation
RBA Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
JSE Share Code: RBA ISIN: ZAE000104154
(“RBA” or “the company”)
Circular, notice of general meeting and declaration announcement regarding the
proposed share consolidation
Shareholders were advised on 17 December 2014 that a circular, incorporating a notice of a
general meeting to be held at 11h00 on Monday, 19 January 2015 in RBA’s Boardroom,
11th floor, Nedbank Building, 96 Jorissen Street (cnr Biccard), Braamfontein has been
mailed to shareholders. A copy of the circular is available on the company’s website,
www.rbaholdings.co.za.
Notice of meeting
The notice of meeting contains proposed resolutions relating to inter alia the following
matters:
- an increase in the company’s authorised share capital to 2 000 000 000 ordinary
shares of no par value;
- a specific issue of 550 000 000 ordinary shares in RBA to HIFSA or its nominee at 10
cents per share, for an aggregate amount of R55 million resulting in an affected
transaction as defined in the Companies Act, triggering a mandatory offer to all other
shareholders;
- a waiver of the mandatory offer by shareholders;
- an amendment to the company’s Memorandum of Incorporation to allow for written
resolutions to be passed in terms of Section 60 of the Companies Act, 2008;
- the consolidation of the company’s shares on a 1 for 10 basis;
- an amendment to the company’s Memorandum of Incorporation recording the
increased consolidated authorised share capital as 200 000 000 ordinary shares of
no par value;
- an increase in the number of shares allocated to the RBA share incentive scheme;
and
- an increase in the maximum number of shares that can be issued to an employee in
terms of the share incentive scheme.
Salient dates and times
Last day to trade in order to be eligible to vote at the general Friday, 2 January
meeting 2015
Record date to vote at the general meeting Friday, 9 January
2015
Last day to lodge forms of proxy for the general meeting by 11:00 Friday, 16 January
on 2015 by the transfer
secretaries, or they
may be handed to
the chairman of the
meeting at any time
prior to the
commencement of
voting on the
resolutions tabled at
the meeting as
contemplated by the
Companies Act
General meeting of shareholders to be held at 11:00 on Monday, 19 January
2015
Announcement regarding the results of the general meeting on Monday, 19 January
SENS on 2015
Announcement regarding granting of exemption from obligation to Wednesday, 21
make mandatory offer by TRP January 2015
Expected finalisation announcement released on SENS Friday, 6 March
2015
Expected last day to trade in the pre-consolidated shares Friday, 13 March
2015
Expected listing date of consolidated shares on JSE under the new Monday, 16 March
ISIN ZAE000199642 2015
Expected record date for the consolidation of shares Friday, 20 March
(“Consolidation Record Date”) 2015
Expected date dematerialised shareholders will have their accounts Monday, 23 March
updated at their CSDP or broker on 2015
Expected date of issue of new replacement share certificates
provided that the old share certificates have been surrendered by
12:00 on the Consolidation Record Date (any certificated shares
surrendered after this date will be replaced within five business Monday, 23 March
days after receipt by the transfer secretaries) 2015
Note:
The above dates and times are subject to amendment. In particular, the registration of the special resolution in
respect of the consolidation of shares is expected to take approximately 5 weeks, but the exact date is
uncertain. Details of such amendment will be released on SENS and published in the press.
Designated & Corporate Adviser
Exchange Sponsors
22 December 2014
Johannesburg
Date: 22/12/2014 08:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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