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BEG - Beige Holdings Limited - Declaration announcement in relation to a

Release Date: 01/04/2011 15:31
Code(s): BEG
Wrap Text

BEG - Beige Holdings Limited - Declaration announcement in relation to a renounceable rights offer to Beige shareholders Beige Holdings Limited (Incorporated in the Republic of South Africa) (Registration No: 1997/006871/06) Share code: BEG ISIN code: ZAE000034161 ("Beige" or "the company") DECLARATION ANNOUNCEMENT IN RELATION TO A RENOUNCEABLE RIGHTS OFFER TO BEIGE SHAREHOLDERS TERMS OF THE RIGHTS OFFER AND JURISDICTION The Company hereby offers for subscription, by way of a renounceable rights offer to shareholders and/or their renounces, a total of 25 000 000 preference shares with a par value of R0.01 at an issue price of R1.00 per preference share in the ratio of 1.53203 new preference shares for every 100 Beige ordinary shares held at the close of business on Friday, 8 April 2011. Shareholders recorded in the register on the record date will be entitled to participate in the rights offer, but the rights offer does not constitute an offer in any area of jurisdiction in which it is illegal to make such an offer and in such circumstances, this circular and accompanying letter of allocation are distributed for information purposes only. All transactions arising in terms of this circular and the letter of allocation will be governed by and be subject to the laws of the RSA. The rights offer contained in this offering circular does not constitute an offer in the District of Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. EXCESS APPLICATIONS Excess applications will be allowed by the Company as detailed in the rights offer circular. Non-qualifying shareholders should consult their professional advisers to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the rights offer, or trade their entitlement. Shareholders holding Beige shares on behalf of persons who are non-qualifying shareholders are responsible for ensuring that taking up the rights offer, or trading in their entitlements under that offer, do not breach regulations in the relevant overseas jurisdictions. The dates in respect of the rights offer are accordingly as follows: 2011 Last day to trade (LDT) in ordinary shares for the rights Friday, 8 April offer in order to settle by the record date and to qualify to participate in the rights offer (cum rights) on Ordinary shares commence trading ex-rights on the JSE at Monday, 11 April 09:00 on Listing of and trading in the letters of allocation Monday, 11 April commences at 09:00 on Record date for purposes of determining the shareholders Friday, 15 April entitled to participate in the rights offer at the close of business on Rights offer opens at 09:00 on Monday, 18 April Holders of dematerialised shares will have their accounts Monday, 18 April at their CSDP or broker automatically credited with their letters of allocation on Holders of certificated shares will have their letters of Monday, 18 April allocation credited to an electronic register at the transfer secretaries on Circular and form of instruction posted to applicable Monday, 18 April shareholders on Last day to trade (LDT) in letters of allocation in order Friday, 6 May to settle by record date and participate in the rights offer at the close of business on Listing of and trade in the preference shares commences Monday, 9 May on the JSE at 09:00 on Rights offer closes at 12:00 and payment to be made and Friday, 13 May form of instruction lodged by holders of certificated shares by that time on (see note 2) Record date for letters of allocation on Friday, 13 May Results of rights offer announced on SENS on Monday, 16 May Preference share certificates in terms of the rights Monday, 16 May offer posted to holders of certificated shares on or about Refund cheques, if applicable, posted to holders of Wednesday, 18 May certificated shares in respect of unsuccessful excess applications on or about CSDP/Broker accounts credited with preference shares and Wednesday, 18 May debited with any payments due in respect of holders of dematerialised shares on Notes: 1. All times referred to in this circular are local times in the RSA. 2. Holders of dematerialised shares are required to notify their duly appointed CSDP or broker of their acceptance of the rights offer in the manner and by the time stipulated in the agreement governing the relationship between the shareholder and his CSDP or broker. 3. Share certificates may not be dematerialised or rematerialised between Monday, 11 April 2011 and Friday, 15 April 2011, both days inclusive. 4. CSDP`s effect payment in respect of holders of dematerialised shares on a delivery versus payment method. The rights offer circular has been lodged with CIPRO and the Company has been advised that registration is expected on Monday, 4 April 2011. Any change in the above dates will be amended in the event of a delay in this registration. Johannesburg 1 April 2011 Sponsor Arcay Moela Sponsors (Proprietary) Limited Date: 01/04/2011 15:31:00 Supplied by www.sharenet.co.za 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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