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Odd-Lot Offer And Notice Of General Meeting
CA SALES HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2011/143100/06
Registered as an external company in the Republic of Botswana
Botswana registration number: BW00001085331
JSE Limited (“JSE”) share code: CAA
Botswana Stock Exchange (“BSE”) share code: CAS-EQO
ISIN: ZAE400000036
(“CA&S” or the “Company”)
ODD-LOT OFFER AND NOTICE OF GENERAL MEETING
1. INTRODUCTION AND RATIONALE
1.1. As at 5 May 2023, CA&S had approximately 5 073 ordinary shareholders
(“Odd-lot Holders”) each holding less than 100 CA&S ordinary shares of no par
value (“CA&S Shares”). At that date, these Odd-lot Holders held a total of 117 861
CA&S Shares, representing 0.02% of the total issued share capital of the Company.
To reduce the administrative time and costs associated with this large number of
Odd-lot Holders, the board of directors of the Company (“Board”) proposes the
implementation of an odd-lot offer (“Odd-lot Offer”) to facilitate the reduction in these
Odd-lot Holders in a fair manner, which will result in the repurchase by the Company
of the Odd-lot holdings from the Odd-lot Holders at the offer price, being the volume
weighted average traded price of a CA&S Share on the JSE Limited over the thirty
trading days up to and including Friday, 23 June 2023, being the last business day
prior to the general meeting of shareholders (“General Meeting”), due to be held on
Monday, 26 June 2023 (“Offer Price”).
1.2. The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their
Odd-lot holdings on a cost-efficient basis and will provide liquidity for those Odd-lot
Holders who elect to sell their Odd-lot holdings or who make no election. For CA&S it
will, inter alia, reduce the complexity and ongoing administration costs associated
with a large shareholder base, which includes a substantial number of Odd-lot
Holders.
2. KEY TERMS OF THE ODD-LOT OFFER
2.1. Odd-lot Offer mechanics
2.1.1. Following receipt of shareholder approval at the General Meeting, the Odd-lot
Offer will open and, if you are an Odd-lot Holder, you must decide to either:
2.1.1.1. sell your Odd-lot Holding to CA&S at the Offer Price; or
2.1.1.2. retain your Odd-lot Holding.
2.1.2. If you wish to retain your CA&S Shares, you must specifically make an election
to do so.
2.1.3. Those Odd-lot Holders who do not make an election by 12:00 pm on Friday,
21 July 2023 will automatically be regarded as having accepted the Odd-lot Offer
and chosen to dispose of their CA&S Shares to the Company and will receive
the cash consideration, being their Odd-lot holding multiplied by the Offer Price
(“Cash Consideration”).
2.2. Transaction costs and tax
2.2.1. Save as set out in paragraph 2.2.4 below, Odd-lot Holders will not have to bear
any transaction costs.
2.2.2. The transfer costs of Odd-lot Holders who sell their holdings to CA&S will be
borne by CA&S.
2.2.3. CA&S, by proposing the Odd-lot Offer, is therefore making it possible for the
Odd-lot Holders who wish to dispose of their shareholding to do so in a
cost-effective manner.
2.2.4. As the Cash Consideration will not be funded out of contributed tax capital, the
amount payable to Odd-lot Holders will constitute a “dividend” as defined in
section 1 of the Income Tax Act, No. 58 of 1962, as amended
(“Income Tax Act”). Even though the Cash Consideration in itself will be exempt
from income tax, the Cash Consideration will give rise to a liability for dividends
tax at the rate of 20% in accordance with the Income Tax Act in the event that
any Odd-lot Holder does not qualify for an exemption from the dividends tax. An
Odd-lot Holder will qualify for exemption if the relevant declaration and
undertaking have been signed and delivered to the Company beforehand. Non-
resident Odd-lot Holders, individuals and trusts will not qualify for the exemption
from dividends tax. A reduced rate of dividends tax will apply should the Odd-lot
Holder be a non-resident and South Africa has concluded a double taxation
convention with the country of which the Odd-lot Holder is a resident.
2.2.5. In the event that any Odd-lot Holder does not qualify for an exemption from the
dividends tax or a reduced rate of dividends tax apply, CA&S will withhold the
relevant portion from the Cash Consideration in relation to a particular
Shareholder in order to make payment of such liability for dividends tax.
2.2.6. The implementation of the Odd-lot Offer will not result in a reduction of the
contributed tax capital of the Company.
2.2.7. The summary of the tax considerations pertaining to the Odd-lot Offer is based
on the current laws that are applicable as at the date of the circular and is
subject to potential changes that may be made to such legislation subsequently,
which could be retrospective. The summary is a general guide and is not
intended to constitute a complete analysis of the tax consequences of the
Odd-lot Offer provisions in terms of South African tax law. It is not intended to be,
nor should it be considered as legal or tax advice. CA&S and its advisors cannot
be held responsible for the tax consequences of the Odd-lot Offer and therefore
CA&S shareholders (“Shareholders”) are advised to consult their own tax
advisors in this regard.
2.2.8. The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot
Holders arising from the disposal of the Odd-lot holdings by the Odd-lot Holders
who make an election to sell their respective Odd-lot holdings to CA&S, or who
do not make an election in the case of Odd-lot Holders.
2.2.9. The Company will bear the securities transfer tax associated with the acquisition
of the CA&S Shares forming the subject of the Odd-lot Offer.
2.3. Financial effect
2.3.1. The repurchase of CA&S Shares pursuant to the Odd-lot Offer will have no
significant effect on CA&S’ earnings per share, headline earnings per share, net
asset value per share or tangible net asset value per share.
2.3.2. Based on current shareholdings and an assumed CA&S share price of R7.29,
and assuming that 117 861 CA&S Shares are repurchased in terms of the Odd-
lot Offer, the cost of the Odd-lot Offer for CA&S is expected to amount to
approximately R859 207 (excluding transfer costs), plus transaction costs of
approximately R680 000 (excluding VAT).
2.3.3. All Shares repurchased in terms of the Odd-lot Offer will be cancelled, with the
result that the number of treasury shares held by the Company
(currently zero) will remain unchanged.
2.3.4. CA&S’s existing cash resources will be utilised to satisfy all cash requirements
arising out of the Odd-lot Offer.
3. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
3.1. The Board is seeking approval from Shareholders to implement the Odd-lot Offer and
is therefore convening the General Meeting to be conducted entirely by electronic
communication on Monday, 26 June 2023 at 10:00 am.
3.2. A circular (“Circular”) containing details of the Odd-lot Offer, together with a notice of
General Meeting, is being distributed to Shareholders today, Friday, 26 May 2023.
3.3. The Circular is available in English. Copies may be obtained during normal business
hours from the registered office and office in Botswana of the Company and from the
offices of the Company’s Transaction Advisor and JSE Sponsor, PSG Capital, from
Friday, 26 May 2023 until Monday, 26 June 2023 (both days inclusive). A copy of the
Circular will also be available on the Company’s website
(https://casholdings.co.za/investor-relations/).
3.4. Unless otherwise indicated, capitalised words and terms contained in this
announcement shall bear the same meanings ascribed thereto in the Circular.
4. SALIENT DATES AND TIMES
2023
Record date to determine which Shareholders are entitled to Friday, 19 May
receive the Circular
Circular and notice of General Meeting distributed to Shareholders Friday, 26 May
on
Announcement regarding distribution of the Circular and notice of Friday, 26 May
General Meeting released on SENS and X-News on
Announcement regarding distribution of the Circular and notice of Monday, 29 May
General Meeting published in the press on
Last day to trade in order to be eligible to attend and vote at the Monday, 12 June
General Meeting
Record date to determine which Shareholders are entitled to attend Thursday, 15 June
and vote at the General Meeting
For administrative purposes, the time and date by which Forms of Thursday, 22 June
Proxy for the General Meeting are requested to be lodged, by
10:00 am on
Forms of Proxy (grey) not lodged timeously with the Secretaries, Monday, 26 June
for convenience, to be emailed to the Secretaries (who will provide
same to the chairman of the General Meeting) before the proxy
exercises the rights of the Shareholder at the General Meeting on
General Meeting to be held at 10:00 am on Monday, 26 June
Finalisation announcement, including the results of the General Monday, 26 June
Meeting and the final Offer Price, announced on SENS and X-
News on
Finalisation announcement published in the press on Tuesday, 27 June
Odd-lot Offer opens at 09:00 am Tuesday, 27 June
Last day for Shareholders on the BSE to trade in order to Friday, 14 July
participate in the Odd-lot Offer
Last day for Shareholders on the JSE to trade in order to Tuesday, 18 July
participate in the Odd-lot Offer
Shares trade “ex” the Odd-lot Offer on Wednesday, 19 July
Forms of Election and Surrender for the Odd-lot Offer (blue) to be Friday, 21 July
received by the Secretaries by 12:00 pm on
Odd-lot Offer closes at 12:00 pm on Friday, 21 July
Record date for the Odd-lot Offer (to determine which Friday, 21 July
Shareholders are entitled to participate in the Odd-lot Offer) at
close of business on
Implementation of the Odd-lot Offer on Monday, 24 July
Dematerialised Odd-lot Holders who have accepted the Odd-lot Monday, 24 July
Offer or are deemed to have accepted the Odd-lot Offer will have
their accounts held at their CSDP, CSDBP or broker credited with
the Offer Price on
Payments of the Offer Price to certificated Odd-lot Holders who Monday, 24 July
have accepted the Odd-lot Offer on
Results of the Odd-lot Offer released on SENS and X-News on Monday, 24 July
Results of the Odd-lot Offer published in the press on Tuesday, 25 July
Cancellation and termination of listing of CA&S Shares Thursday, 27 July
repurchased in terms of the Odd-lot Offer expected on or about
Notes:
1. The above dates and times are subject to change. Any changes will be published on
SENS and X-News.
2. Shareholders with Shares listed on the JSE should note that as transactions in CA&S
Shares are settled in the electronic settlement system used by Strate, settlement of
trades takes place three Business Days after such trades. Therefore, Shareholders who
acquire CA&S Shares after close of trade on Monday, 12 June 2023 will not be eligible
to attend, participate in and vote at the General Meeting.
3. All times quoted in this announcement are South African Standard Time
(Identical to Botswana Standard Time).
4. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP,
CSDBP or broker of their election by the cut-off time stipulated by their CSDP, CSDBP
or broker. This will be an earlier date than the closing of the Odd-lot Offer.
5. The last day for Shareholders on the BSE to trade in order to participate in the Odd-lot
Offer will be Friday, 14 July 2023 due to 17 and 18 July 2023 being public holidays in
Botswana.
6. In the case of certificated Odd-lot Holders who accept the Odd-lot Offer or are deemed
to have accepted the Odd-lot Offer, payment will be made by electronic funds transfer
into the bank accounts of such Odd-lot Holders on or about Monday, 24 July 2023, if
such holders’ banking details have been provided in the relevant Form of Election and
Surrender. Should no banking details be on record for such holders, the funds will be
held by CA&S until such time as the details have been provided to the Secretaries.
7. Those Odd-lot Holders who do not make an election will automatically be regarded as
having chosen and accepted the Cash Consideration.
8. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the
initial General Meeting will remain valid in respect of any adjournment or postponement
of the General Meeting unless the contrary is stated on such Forms of Proxy.
9. Shareholders on the JSE may not dematerialise or rematerialise their Shares after the
last day to trade, being Tuesday, 18 July 2023 up to and including the record date,
being Friday, 21 July 2023.
10. Shareholders on the BSE may not dematerialise or rematerialise their Shares after the
last day to trade, being Friday, 14 July 2023 up to and including the record date, being
Friday, 21 July 2023.
11. No transfers of Shares shall be registered in the SA share register, or between the SA
share register and the Botswana share register, between Monday, 26 June 2023 and
Friday, 21 July 2023. All dates are inclusive.
Centurion
26 May 2023
Transaction Advisor and JSE Sponsor
PSG Capital
BSE Sponsoring Broker
Imara Capital Securities
DISCLAIMER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY. IT IS NOT
INTENDED TO AND DOES NOT CONSTITUTE, OR FORM PART OF, ANY OFFER,
INVITATION OR THE SOLICITATION OF ANY OFFER TO PURCHASE, OTHERWISE
ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES,
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
PURSUANT TO THE ACQUISITIONS OF SECURITIES CONTEMPLATED HEREBY OR
OTHERWISE NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THIS WRITTEN MATERIAL IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE INFORMATION CONTAINED
HEREIN IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION.
Date: 26-05-2023 04:30:00
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