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JDH - John Daniel Holdings Limited - Declaration announcement in terms of a

Release Date: 26/08/2011 17:39
Code(s): JDH
Wrap Text

JDH - John Daniel Holdings Limited - Declaration announcement in terms of a renounceable rights offer to JDH shareholders JOHN DANIEL HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number: 1998/013215/06 JSE Code: JDH - ISIN: ZAE000136677 ("the Company" or "JDH" or "the Group") DECLARATION ANNOUNCEMENT IN TERMS OF A RENOUNCEABLE RIGHTS OFFER TO JDH SHAREHOLDERS TERMS OF THE RIGHTS OFFER The Company hereby offers for subscription, by way of a renounceable rights offer to shareholders and/or their renouncees, a total of 214 285 714 ordinary shares with a par value of R0.01 at an issue price of 7 cents per ordinary share in the ratio of 135.92293 new ordinary shares for every 100 JDH ordinary shares held at the close of business on Friday, 16 September 2011. These terms vary slightly from the terms included in the announcement dated 10 June 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. 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 JDH 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. Excess applications will be allowed. Subject to receiving formal approval from the JSE, the dates in respect of the rights offer are accordingly as follows: 2011 Last day to trade in Shares in order to participate Friday, 9 September in the Rights Offer (cum entitlement) Shares commence trading ex-entitlement at 09:00 on Monday, 12 September Listing of and trading in the Letters of Allocation Monday, 12 September on the JSE commences at 09:00 on Record Date for the Rights Offer Friday, 16 September Circular and Form of Instruction, where applicable, Monday, 19 September posted to Shareholders Rights Offer opens at 09:00 on Monday, 19 September Letters of Allocation credited to an electronic Monday, 19 September account held at the Transfer Secretaries in respect of holders of Certificated Shares CSDP or Broker accounts credited with entitlements in Monday, 19 September respect of holders of Dematerialised Shares Last day for trading Letters of Allocation on the JSE Friday, 30 September Listing of Rights Offer Shares and trading therein on Monday, 3 October the JSE commences at 09:00 on Rights Offer closes 12:00 on (See notes 3 and 4) Friday, 7 October Payment to be made and Form of Instruction to be Friday, 7 October lodged with the Transfer Secretaries by holders of Certificated Shares by 12:00 Record date for the Letters of Allocation Friday, 7 October Rights Offer Shares issued Monday, 10 October CSDP or Broker accounts in respect of holders of Monday,10 October Dematerialised Shares debited with money and updated with Rights Offer Shares and share certificates posted to Certificated Shareholders by registered post on or about Results of the Rights Offer announced on SENS Monday,10 October Results of the Rights Offer published in the press Tuesday, 11 October CSDP or Broker accounts in respect of holders of Wednesday, 12 October Dematerialised Shares debited and updated with Excess Share Allocations, if any, and share certificates or refund cheques, if applicable, posted to Certificated Shareholders by registered post on or about GENERAL MEETING TIMETABLE Last day to trade in order to be eligible to vote Friday, 23 September Record date in order to be eligible to vote Friday, 30 September Last day for receipt of proxy forms by 10h00 on Thursday, 6 October General meeting to be held at 10h00 on Monday, 10 October Results of general meeting to be published on SENS by Monday, 10 October Notes: 1 Share certificates in respect of Shares may not be dematerialised or rematerialised between Monday, 12 September 2011 and Friday, 16 September 2011, both days inclusive. 2 A CSDP will effect payment on a delivery versus payment method in respect of Qualifying Shareholders holding Dematerialised Shares. 3 If you are a Qualifying Shareholder holding Dematerialised Shares you are required to notify your duly appointed CSDP or Broker of your instructions in respect of the Rights Offer in the manner and time stipulated in the custody agreement governing the relationship between yourself and your CSDP or Broker. 4 Unless otherwise indicated, all dates and times are South African dates and times. A separate announcement will be made in terms of the balance of the transactions to be detailed in the rights offer circular. Johannesburg 26 August 2011 Sponsor Arcay Moela Sponsor (Proprietary) Limited Date: 26/08/2011 17:39:01 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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