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MPT - Mpact - Details of the Odd-Lot Offer and Specific Share Repurchase; and
Posting Of Circular
Mpact Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/025229/06)
JSE share code: MPT ISIN: ZAE000156501
("Mpact")
DETAILS OF THE ODD-LOT OFFER AND SPECIFIC SHARE REPURCHASE; AND POSTING OF
CIRCULAR
1. Introduction
Post the listing and demerger of Mpact from the Mondi Group, Mpact
inherited a substantial number of minority shareholders, who hold up to 500
Mpact shares each. On 20 February 2012, Mpact had a total of 32,442
shareholders, of which approximately 28,378 shareholders (87.5% of all
shareholders) held less than 100 shares ("odd-lot holders") and an
additional 2,460 shareholders (7.6% of all shareholders) held between 100
and 500 shares ("specific holders").
The annual cost of servicing such a large shareholder base is significant
and is not considered very efficient or cost effective for Mpact to manage.
Corporate actions requiring shareholder approval are also more expensive
due to processing large numbers of shareholder proxies and votes.
Accordingly, Mpact has decided to undertake an odd-lot offer to repurchase
the shares of Mpact shareholders holding less than 100 shares ("odd-lot
offer") and a specific offer to repurchase the shares of Mpact shareholders
holding from 100 to 500 shares ("specific offer") (collectively, "the
offers") to rationalise its minority shareholding base.
Additionally, the offers will facilitate an inexpensive method for minority
shareholders in Mpact to realise their investment whereby they receive an
offer price at a premium per Mpact share and will not have to incur
transaction costs, such as transfer fees, brokerage fees and Securities
Transfer Tax ("STT").
2. Terms of the offers
In terms of the odd-lot offer, shareholders who hold less than 100 shares
are offered the opportunity to:
* sell their odd-lot holdings at the offer price; or
* retain their odd-lot holdings. Those odd-lot holders who do not make
an election by no later than 12:00 on Friday, 6 July 2012 ("record
date"), will automatically be regarded as having chosen to sell their
odd-lot holdings at the offer price.
* In terms of the specific offer, Mpact is extending an offer to
shareholders who hold from 100 to 500 shares to sell their entire
shareholding at the offer price. Those specific holders who do not
make an election by no later than 12:00 on the record date will retain
their shareholding in Mpact.
A circular containing the full details of the offers and convening a
general meeting of shareholders ("general meeting") has been posted to all
Mpact shareholders today, Wednesday 28 March 2012 ("the circular").
3. Shareholders` information line
Shareholders are encouraged to carefully read the circular and complete the
relevant election form. Any odd-lot holder or specific holder who is
uncertain as to what course of action to take, must either consult with
their adviser, banker, broker, central securities depository participant
("CSDP") or contact the Mpact shareholder information line on 011 713 0894
from Wednesday 6 June 2012 to Friday 6 July 2012 between 09:00 and 17:00,
excluding weekends and public holidays.
4. Offer price
The offer price will be calculated using the volume weighted average traded
price of an Mpact share on the JSE over the 5 trading days commencing on
Thursday, 14 June 2012 and ending on Thursday, 21 June 2012, plus a 5%
premium ("offer price"). The offer price will be announced on SENS on
Friday, 22 June 2012 and published in the South African press on Monday, 25
June 2012.
5. Mechanism
* The offers shall be open for acceptance from 09h00 on 6 June 2012 and
will close at 12:00 on Friday, 6 July 2012. All shareholders who hold
less than 100 shares at 12:00 on the record date are invited to
participate in the odd-lot offer, and shareholders who hold from 100
to 500 shares at 12:00 on the record date are invited to participate
in the specific offer.
* The shares of those odd-lot holders who do not make an election or who
choose to receive the offer price will be repurchased by Mpact. Any
such repurchase will be regarded as an acquisition of shares in terms
of the Companies Act, Act 71 of 2008 ("Companies Act") and as a
specific repurchase of shares in terms of the JSE Limited ("JSE")
Listings Requirements. Shareholders will vote on the odd-lot offer at
the general meeting.
* The shares of those specific holders who choose to receive the offer
price will be repurchased by Mpact. Any such repurchase will be
regarded as an acquisition of shares in terms of the Companies Act and
as a specific repurchase of shares in terms of the JSE Listings
Requirements. Shareholders will vote on the specific offer at the
general meeting.
* Odd-lot holders who do not make an election should note that, subject
to the resolutions necessary to implement the offers being passed at
the general meeting, their shares will automatically be repurchased by
Mpact, without any further action on their part and without any
further notice to them.
* Specific holders who do not make an election will retain their
shareholding in Mpact.
6. Effect on share capital
The maximum number of shares which potentially could be repurchased by
Mpact if all odd-lot and specific holders sell their holdings to Mpact will
not exceed 897 703 shares.
As the current issued share capital of Mpact (prior to the implementation
of this odd-lot offer and specific offer) comprises 164 046 476 shares as
at the 12 March 2012, the repurchase of odd-lot and specific holdings will
have no material effect on Mpact`s issued share capital. Subject to the
special resolution being passed at the general meeting, all shares sold by
odd-lot and specific holders in terms of the offers will be repurchased by
Mpact in terms of section 48, read with section 46, of the Companies Act.
The shares acquired by Mpact will be cancelled and delisted from the JSE.
7. Financial effects
The repurchase of shares pursuant to the offers will have no significant
effect on Mpact`s headline earnings per share, earnings per share, net
asset value per share or tangible net asset value per share. Assuming a
100% take up of the offers and an offer price of R15.55 per share, the
impact of the repurchase will be a reduction of Mpact`s cash resources in
the amount of R14.0 million with a resultant loss of interest in the amount
of R698 000 (assuming an interest rate of 5% over 12 months). Further, the
issued share capital will reduce by 897 703 shares and the cost of the
offers to Mpact will be R745 515 (VAT exclusive).
8. Salient dates and times
The salient dates and times in respect of the offers are as follows:
2012
Post circular Wednesday 28 March
Last day to trade in order to be eligible Friday 18 May
to attend and vote at the general meeting
Record date to determine which shareholders Friday 25 May
are entitled to attend and vote at the
general meeting
Proxy forms for the general meeting of Friday 1 June
shareholders to be received by 13h00 on
(see note 6)
Annual general meeting of shareholders to Tuesday 5 June
be held at 13h00 on
General meeting of shareholders to be held Tuesday 5 June
immediately after the annual general
meeting on
Results of the general meeting released on Tuesday 5 June
SENS on
Results of the general meeting published in Wednesday 6 June
the press
Offers open at 09:00 on Tuesday 6 June
Special resolution to adopt the memorandum Wednesday 20 June
of incorporation to be registered with CIPC
by
Fulfilment of conditions precedent and Friday, 22 June
finalisation announcement (including the
final offer price) released on SENS on or
before
Last day to trade in order to participate Friday 29 June
in the offers is
Shares trade "ex" the offers on Monday 2 July
Shareholders who purchase shares on or Monday 2 July
after this date will not be eligible to
participate in offers
Forms of election and surrender for the Friday 6 July
offers to be received by Link Market by
12h00 on (see note 3)
Offers close at 12h00 on Friday 6 July
Record date to determine those shareholders Friday 6 July
entitled to participate in the offers at
the close of business on
Implementation of the offers takes effect Friday 6 July
after close of business on
Odd-lot holders and specific holders with Monday 9 July
dematerialised shares will have their
accounts held at their CSDP or broker
updated with their new holding and credited
with the offer price on
Payments of the offer price to odd-lot Monday 9 July
holders and specific holders with
certificated shares in respect of their
sale shares in terms of the offers (see
note 4)
Results of the offers released on SENS on Monday 9 July
Results of the offers published in the Tuesday 10 July
press on
Notes:
1. These dates and times are subject to change. Any material changes will
be published on SENS and in the press.
2. Share certificates may not be dematerialised or rematerialised between
2 July 2012 and 6 July 2012, both days inclusive.
3. Dematerialised odd-lot holders and specific holders are required to
notify their duly appointed CSDP or broker of their choice in the
manner and time stipulated in the agreement governing the relationship
between them and their CSDP or broker.
4. In the case of holders of certificated shares who complete the form of
election and surrender and choose the offer price, payment will be
made either by:
* electronic funds transfer into the bank accounts of odd-lot
holders and specific holders on or about Monday, 9 July 2012 if
such holders` banking details have been provided in the form of
election and surrender; or
* by cheque which will be posted at the risk of odd-lot holders and
specific holders on or about Monday, 9 July 2012 if such holders
banking details have not been provided in the form of election
and surrender.
5. Those odd-lot holders who do not make an election by completing the
blue form of election and surrender contained in the circular and
returning it to Link Market to be received by no later than 12:00 on
Friday, 6 July 2012 will automatically be regarded as having chosen
and accepted to receive the offer price. Specific holders who do not
complete the green form of election and surrender contained in the
circular and return it to Link Market to be received by no later than
12:00 on Friday, 6 July 2012 will be regarded as not having chosen and
accepted to receive the offer price and their shareholding will remain
unchanged.
6. Any proxies not lodged by this time must be handed to the chairperson
of the general meeting immediately prior to the general meeting.
9. General meeting
The general meeting is convened to be held at Mpact`s offices, 4th Floor,
No. 3 Melrose Boulevard, Melrose Arch on Tuesday, 5 June 2012 immediately
after the annual general meeting for the purpose of obtaining the necessary
approvals required to give effect to the proposed offers.
At the general meeting, shareholders will be asked to consider and approve
the following ordinary and special resolutions:
* as an ordinary resolution, authority for the directors to make and
implement the offers; and
* as a special resolution, authority for Mpact to repurchase shares in
terms of the offers.
Melrose Arch
28 March 2012
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys
Webber Wentzel
Date: 28/03/2012 08:00:01 Supplied by www.sharenet.co.za
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