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Finalisation Announcement and salient dates in respect of the Odd-lot Offer
NEW CORPCAPITAL LIMITED
Registration number: 2001/006539/06
Share code: NCA ISIN: ZAE000167375
(“NCC” or “the Company”)
FINALISATION ANNOUNCEMENT AND SALIENT DATES IN RESPECT OF THE ODD-LOT OFFER
Shareholders are referred to the circular and revised listing particulars dated 11 September 2012 (the
“Circular”) posted to Shareholders in respect of inter alia:
- an amendment to the Memorandum of Incorporation of NCC to allow for odd-lot offers;
- the Odd-lot Offer to Odd-lot Holders holding less than 100 Shares in terms of which the Company offers to
purchase Odd-lot Holders’ Odd-lot Shares at the Offer Price, being 120 cents per Odd-lot Share payable in
cash; and
- a specific authority for the Company to repurchase up to 65 085 Shares in terms of the Odd-lot Offer.
Capitalised terms contained in this announcement are as defined in the Circular.
Further to the announcements released on SENS on 11 October 2012 and 19 October 2012, respectively,
regarding the Proposed Acquisition, the Repurchase Offer, the Odd-lot Offer and the Change of Name, NCC is
pleased to advise that the MOI Amendment Resolution, together with all prescribed documents, have been
registered by the CIPC and accordingly the Odd-lot Offer Suspensive Conditions have been fulfilled and the
Odd-lot Offer is now capable of implementation.
Accordingly, the salient dates and times in respect of the implementation of the Odd-lot Offer are as follows:
2012
Publication of finalisation announcement in respect of the Odd-lot Offer on SENS Friday, 9 November
on
Publication of finalisation announcement in respect of the Odd-lot Offer in the Monday, 12 November
press on Friday, 16 November
Last day to trade in order to take part in the Odd-lot Offer
Shares to trade “ex” the Odd-lot Offer on Monday, 19 November
Odd-lot Offer closes and forms of election and surrender to be received by the Friday, 23 November
Transfer Secretaries by 12:00 on
Odd-lot Offer Record Date Friday, 23 November
Implementation date of the Odd-lot Offer Monday, 26 November
Dematerialised Odd-lot Holders will have their accounts at their CSDP or broker
credited with the Offer Consideration on Monday, 26 November
Electronic payments will be made or cheques posted to Certificated Odd-lot
Holders for the Offer Consideration on Monday, 26 November
Results of the Odd-lot Offer released on SENS on Monday, 26 November
Results of the Odd-lot Offer published in the press on Tuesday, 27 November
Notes:
(1) All times indicated above are local times in South Africa;
(2) No Dematerialisation or rematerialisation of the ‘old’ NCC Shares may take place after Friday, 16
November 2012;
(3) Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their election in
terms of the Odd-lot Offer, and whether to sell or retain their Odd-lot Holding, subject to note 5 below, in
the manner and at the time stipulated in the agreement governing the relationship between them and their
CSDP or broker.
(4) In the case of Certificated Odd-lot Holders who elect to sell their Shares in terms of the Odd-lot Offer or
who make no election, payment shall be made either by:
a. electronic funds transfer into the bank accounts of Odd-lot Holders on or about Monday, 26
November 2012 if such holder’s banking details have been provided in the form of election and
surrender; or
b. by cheque which will be posted at the risk of Odd-lot Holders on or about Monday, 26 November
2012 if such holder’s banking details have not been provided in the form of election and surrender.
(5) Those Odd-lot Holders who do not make an election not to sell their Odd-lot Holding in terms of the
Odd-lot Offer will automatically be regarded as having chosen to sell their Odd-lot Holding.
The Offer Price of 120 cents per Share, payable to Odd-lot Holders in terms of the Odd-lot Offer, will be paid
entirely out of stated capital (i.e. contributed tax capital) and no part of the Offer Price will be paid out of
reserves. No part of the Offer Price will constitute a dividend in accordance with the definition of “dividend”
contained in section 1 of the Income Tax Act No 58 of 1962 (as amended). Acceptance of the Odd-lot Offer
may constitute a “disposal” for the purposes of Capital Gains Tax.
Odd-lot Holders are advised to obtain independent tax advice in relation to the implications of the Offer Price
received pursuant to the Odd-lot Offer.
Each of the Proposed Acquisition, the Repurchase Offer and the Change of Name remain subject to the
fulfilment of certain suspensive conditions. Revised salient dates and times in respect of each of the Proposed
Acquisition, the Repurchase Offer and the Change of Name will be announced on SENS as soon as possible
after the relevant suspensive conditions have been fulfilled.
9 November 2012
Corporate advisor, legal advisor and sponsor Auditors and Reporting Accountants to New Corpcapital
Java Capital PKF(JHB) Inc
Date: 09/11/2012 01:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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