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DECLARATION ANNOUNCEMENT
Decillion Limited
(to be renamed Ardor SA Limited)
(Registration number: 1998/011692/06)
(Incorporated in the Republic of South Africa)
JSE code: DEC & ISIN: ZAE000108247
("Decillion" or "the Company")
DECLARATION ANNOUNCEMENT IN RELATION TO THE ACQUISITION BY
DECILLION OF ARDOR PROPERTY HOLDINGS (PTY) LTD (“ARDOR PROPERTY
HOLDINGS”), LASHKA 132 LIMITED (“LASHKA”) AND A PROPERTY KNOWN AS
OAKWOOD, THE CAPITALISATION OF RELATED PARTY LOAN, A PROPOSED
SPECIFIC ISSUE OF SHARES FOR CASH, A CHANGE IN THE NAME OF THE
COMPANY, OTHER ASSOCIATED TRANSACTIONS AND REVERSE LISTING(“THE
TRANSACTIONS”)
Following the announcement and withdrawal of cautionary
announcement on 18 June 2012 regarding, inter alia, the
acquisition agreements to acquire Oakwood and 100% of the shares
and claims in Ardor Property Holdings and Lashka, the board of
directors of Decillion (“the Board”) is pleased to announce that
the circular (“the Circular”) to shareholders detailing, inter
alia, the reverse-listing of Decillion Limited (“Decillion”) into
Ardor SA Limited (“Ardor”) has been approved by the JSE Limited
(“the JSE”) and has been posted to Decillion shareholders on
Friday, 03 August 2012.
The circular details the following transactions or corporate
actions:
- The conversion of the authorised and issued share capital in
Decillion to no par value shares;
- The increase of the authorised share capital post conversion to
no par value shares up to 3 000 000 000 ordinary shares in
Decillion
- The capitalisation of the R8.5 million related party loan
account held by Sciofin (Proprietary) Limited through the issue
of 8 500 000 new shares in Decillion at 100 cents per share
being the current par value of the shares, which is at a premium
to the negative net asset value of the company noting that the
company has not conducted business and the shares were suspended
in November 2009 at 160 cents per share;
- The specific issue of 545 782 shares to Arcay Moela Sponsors
(Proprietary) Limited at fair value, being 132 cents per share
for the circular, being a premium to the negative net asset
value of the company noting that the company has not conducted
business and the shares were suspended in November 2009 at 160
cents per share;
- Placing the authorised but unissued shares under the control of
the directors;
- The proposed acquisition by Decillion of 100% of the shares and
claims against Ardor Property Holdings (Proprietary) Limited by
way of cash and the issue of 3 265 306 new shares in the Company
at 245 cents, subject to certain conditions;
- The proposed acquisition by Decillion of 100% of the shares in,
and claims against, Lashka 132 Limited by way of cash and the
issue of 8 028 981 new shares in the Company at 245 cents,
subject to certain conditions;
- The proposed acquisition by Decillion of Oakwood Rental Property
from Oakwood Fourways Development (Proprietary) Limited for
cash, subject to certain conditions;
- A waiver of an offer to minority shareholders in Decillion;
- The change in the nature of the business of Decillion;
- The change in name of Decillion to Ardor SA Limited;
- The restructure of the board of directors of Decillion;
- The specific issue of up to 360 000 000 new no par value pari
passu shares for cash up to a maximum of R900 000 000 at an
issue price of up to 250 cents per share being a premium to the
net asset value, noting that the shares were suspended in
November 2009 at a closing price of 160 cents and that the
reverse listing is conditional on the minimum capital raising of
R360 000 000;
- The approval of a new Memorandum of Incorporation;
- The change of sector on the JSE from financial services to Real
Estate Holding and Development sector,
SALIENT DATES
The salient dates as detailed in the circular are as follows:
2012
Record date for posting to shareholders on Friday, 27 July
Circular posted to shareholders on Friday,
03 August
Last day to trade over the counter to be Friday,
recorded on the share register in order to be 10 August
eligible to vote
Record date to determine shareholders Friday,
eligible to vote on 17 August
Closing date for subscription for shares at Friday,
12h00 on 24 August
Forms of proxy to be received by no later Friday,
than 10h00 on 24 August
General meeting to be held at 10h00 on Tuesday, 28
August
Results of the general meeting released on Tuesday, 28
SENS on August
Results of the general meeting published in
the press and special resolutions submitted Wednesday,
to CIPC on 29 August
Special resolutions, new authorised share
capital and name change certificate expected Wednesday, 12
to be registered by CIPC expected by September
Finalisation data in relation to the name
change and conversion of shares to no par Thursday, 13
value shares announced on SENS by no later September
than
Finalisation announcement in the press by no Friday, 14
later than September
Last date to trade share in the old name
Decillion at a par value of 100 cents in Thursday,
order to be recorded as a shareholder by the 20 September
record date on
Listing of and trading in new Ardor SA Shares
of no par value under the new JSE Code ARD Friday, 21
and ISIN ZAE000165569 September
Listing of newly issued Ardor SA Shares of no
par value in relation to the conversion of Friday, 21
the related party loan and specific issue of September
shares to the sponsor on the JSE from the
commencement of business on or about
Listing of new Ardor SA Shares in relation to
the Acquisitions and specific share issue on Friday, 21
the JSE and reverse listing effective from September
the commencement of business on or about
Record date for determining those
shareholders whose shares will be subject to Friday,
the change of name and conversion of share 28 September
capital on
Date of issue of new Ardor SA share
certificates, provided that the old share
certificates have been lodged by 12h00 on the Monday, 01
record date (share certificates received October
after this time will be posted within 5
business days of receipt) on or about
Dematerialised shareholders will have their Monday, 01
accounts at their CSDP or broker updated on October
Notes
1. The abovementioned dates and times are South African dates and
times and are subject to amendment. Any such amendment will be
announced on SENS and in the press.
2. Should they wish to attend or vote at the above general
meeting, dematerialised shareholders are required to advise
their CSDP or broker by the cut-off time stipulated above or in
accordance with their agreements with their CSDP or broker.
3. Share certificates in the name of Decillion will not be able to
be dematerialised or rematerialised after Thursday,
20 September 2012.
Johannesburg
06 August 2012
SPONSOR
Arcay Moela Sponsors (Proprietary) Limited
Date: 06/08/2012 03:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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