Sharenet Sites 
Sharenet Sites
CAT - Caxton And CTP Publishers - Annoucement to shareholders Caxton And CTP Publishers and Printers Limited (Incorporated in the Republic of South Africa) (Registration number 1947/026616/06) Share code: CAT ISIN: ZAE000043345 ("CAT" or "the company") Announcement to shareholders regarding the acquisition of 100% of the "A" ordinary shares and 27.2 million "B" ordinary shares (68%) in the issued share capital of Caxton Share Investments Proprietary Limited ("CSI" and "the CSI shares") 1. Introduction The board of directors of CAT wishes to advise shareholders that the company has reached agreement in terms of which it will acquire the CSI shares ("the acquisition") from Caxton Limited ("the seller"), a material shareholder in CAT. Full details of the acquisition are contained in this announcement. 2. Rationale for the acquisition During 2005, CSI was formed to facilitate the introduction of a share incentive scheme ("the share scheme") for CAT and was approved by shareholders in a general meeting held on 4 November 2005. The share scheme has now fulfilled its purpose and the directors of the seller and CAT have resolved to unwind the structure in terms of which the share scheme was implemented. As part of the process, CAT has offered to acquire the CSI shares and the seller has accepted the offer. The remaining 12.8 million "B" ordinary shares in CSI will be repurchased by CSI in terms of section 48 of the Companies Act, 2008 and CSI will accordingly be constituted as a wholly owned subsidiary of CAT. 3. Details of the acquisition CAT will acquire the CSI shares with effect from 1 July 2011 for an amount of R136 001 000, payable in cash against delivery of the relevant documents of title in respect of the CSI shares to CAT. The sole assets of CSI are 40 million ordinary shares in CAT and the consideration for the CSI shares is based upon the market value of the underlying CAT shares held by CSI, less R10 per share, representing the indebtedness of CSI to CAT per underlying share held by CSI in CAT. 4. Related party transaction As the seller is a material shareholder in the company and the consideration equates to 1.95% of the market capitalisation of CAT, the acquisition is classified as a small related party transaction in terms of the Listings Requirements of the Johannesburg Stock Exchange ("JSE"). The transaction accordingly requires confirmation from an independent professional expert ("the IPE") that the terms of the acquisition are fair as far as the shareholders of the company are concerned. PKF Corporate Finance Proprietary Limited has been appointed as the IPE and has provided the directors of CSI and the JSE with written confirmation to the above effect. Its report will lie for inspection at the registered office of CSI for a period of 28 days from the date of this announcement. 5. Financial effects of the acquisition The financial effects of the acquisition are not significant. By order of the board Johannesburg 28 September 2011 Sponsor Arcay Moela Independent Professional Expert PKF Corporate Finance Date: 28/09/2011 08:00:01 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.
