Wrap Text
POSTING OF CIRCULAR TO PPC SHAREHOLDERS
Pretoria Portland Cement Company Limited
Incorporated in the Republic of South Africa
Registration number 1892/000667/06
JSE share code: PPC
ZSE share code: PPC
JSE ISIN: ZAE000125886
(“PPC” or “the Company”)
POSTING OF CIRCULAR TO PPC SHAREHOLDERS
1. Introduction
PPC ordinary shareholders are referred to the announcement released on the Securities
Exchange News Service of the JSE Limited ("SENS") on Thursday, 12 July 2012 and published
in the press on Friday, 13 July 2012, relating to, inter alia, PPC’s proposed 6.5% Broad-Based
Black Economic Empowerment (“BEE”) transaction involving the participation of eligible PPC
employees, strategic Black partners (“SBPs”) and eligible Black women (“BEE Transaction”) and
the cancellation of PPC ordinary shares (“Treasury Shares”) held by PPC Cement (Proprietary)
Limited (“Specific Repurchase”), collectively (the “Transaction”).
2. Posting of the Circular
A circular has been posted today, Monday, 20 August 2012, to PPC ordinary shareholders (“the
Circular”) that contains relevant details relating to:
• a broad-based BEE Transaction involving the participation of Eligible Employees, SBPs
and Eligible Black Women (collectively, the “BEE Vehicles”), and, in connection
therewith:
- a specific issue by PPC of PPC ordinary shares (“PPC Ordinary Shares”) for
cash to the BEE Vehicles;
- the sanctioning of any financial assistance to be provided by the Company, in
terms of section 44 and, where applicable, section 45 of the Companies Act,
2008 in relation to the BEE Vehicles and where applicable, to directors and
prescribed officers of PPC or a related or inter-related company for the purpose
of the BEE Transaction; and
- the specific repurchase of the PPC Ordinary Shares held by the BEE Vehicles;
• the specific repurchase and cancellation of the Treasury Shares;
• the conversion of PPC Ordinary Shares from par value shares to no par value shares
(“Proposed Conversion”);
• the increase of the authorised ordinary shares of PPC;
• the proposed change of name of Pretoria Portland Cement Company Limited to “PPC
Limited” (“Change of Name”);
• the adoption of a new Memorandum of Incorporation by the Company; and
• the sanctioning of the financial assistance by the Company to persons referred to in
section 45(2) of the Companies Act, 2008.
The Circular also incorporates a board report relating to the conversion of PPC Ordinary Shares
from par value shares to no par value shares; a notice of general meeting ("Notice"), the form of
proxy for the general meeting and a form of surrender in relation to the proposed Change of
Name of the Company and the Proposed Conversion.
PPC ordinary shareholders are advised that the Circular is also available on the PPC website:
www.ppc.co.za
3. General meeting of PPC ordinary shareholders
A general meeting of PPC ordinary shareholders, convened in terms of the Notice, will be held in
the JSE1 room at the Radisson Blu Hotel Sandton, corner Rivonia Road and Daisy Street (not the
Gautrain Hotel), Sandton, 2196, South Africa at 12:00 on Tuesday, 18 September 2012 for the
purposes of voting on, inter alia, the resolutions required to approve the Transaction, (“General
Meeting”).
4. Fairness Opinion
A fairness opinion on the terms and conditions of the BEE Transaction is required in terms of the
JSE Listings Requirements. PPC has appointed KPMG Services (Proprietary) Limited (“KPMG”)
as the independent expert to provide such opinion. KPMG has considered the terms and
conditions of the BEE Transaction in so far as it relates to the SBPs and is of the opinion that the
terms and conditions thereof are fair to PPC ordinary shareholders. The KPMG opinion forms part
of the circular to PPC ordinary shareholders.
5. Salient dates and times
2012
Circular posted to PPC ordinary shareholders on or about Monday, 20 August
Last day to trade PPC Ordinary Shares on the exchange operated Friday 31 August
by the JSE Limited (“JSE”) and the Zimbabwe Stock Exchange in
order to be eligible to vote at the General Meeting
Record date to be entitled to participate in and vote at the General Friday, 7 September
Meeting
Last date for receipt of forms of proxy for the General Meeting by Friday, 14 September
12:00 on
General Meeting to be held at 12:00 on Tuesday, 18 September
Results of the General Meeting released on SENS on Tuesday, 18 September
Results of the General Meeting published in the press on Wednesday, 19 September
Special resolutions and the New MOI filed with the Companies and Wednesday, 19 September
Intellectual Property Commission (“CIPC”) (to the extent required)
on
Expected receipt from CIPC of amended registration certificate on Thursday, 27 September
Finalisation announcement released on SENS Friday, 28 September
Expected repurchase and delisting of the Treasury Shares from the Friday, 28 September
JSE on
Expected issue and listing date of the subscription shares on the Monday, 1 October
JSE on
Last date to trade under the old name “Pretoria Portland Cement Friday, 5 October
Company Limited” and in existing PPC Ordinary Shares prior to the
Proposed Conversion
Trade under the new name “PPC Limited”, share code “PPC” and Monday, 8 October
ISIN number: ZAE000170049 from commencement of trading on
Record date Friday, 12 October
New share certificates reflecting the Change of Name and the new Monday, 15 October
converted PPC Ordinary Shares will be posted, by registered post,
to certificated shareholders, at the risk of the certificated
shareholders concerned who have surrendered their documents of
title to the transfer secretaries of PPC on or before 12:00 on the
record date (see note 3) or within five business days of surrender
thereof by the transfer secretaries of PPC
Dematerialised shareholders will have their accounts updated with Monday, 15 October
the Change of Name and new converted PPC Ordinary Shares by
their Central Securities Depository Participant/broker
Notes:
1. The abovementioned times and dates are South African times and dates and are subject to change.
Any such change will be released on SENS and the Stock Exchange News Service in Zimbabwe and
published in the press in South Africa.
2. Should the General Meeting be adjourned or postponed, it is requested that forms of proxy be received
by no later than 48 hours (excluding Saturdays, Sundays and statutory or proclaimed public holidays in
South Africa) prior to the time of the adjourned or postponed General Meeting.
3. Certificated shareholders, who surrender their existing documents of title on or before 12:00 on the
record date (being Friday, 12 October 2012), will have their new share certificates posted, by registered
post, to them within five business days of receipt thereof by the transfer secretaries of PPC at the risk of
the certificated shareholder concerned.
4. PPC shareholders may not dematerialise or rematerialise their PPC Ordinary Shares between 31
August 2012 and 7 September 2012, both days inclusive.
5. PPC shareholders may not dematerialise or rematerialise their existing PPC Ordinary Shares after
Friday, 5 October 2012.
Sandton
20 August 2012
Joint financial adviser and transaction sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint financial adviser
Quartile Capital (Proprietary) Limited
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Legal adviser to PPC
Bowman Gilfillan Inc.
Tax adviser
Cliffe Dekker Hofmeyr Incorporated
Legal adviser to the SBPs
Werksmans Inc
Independent expert
KPMG Services (Proprietary) Limited
Reporting accountants and auditors
Deloitte & Touche
Financial communication adviser
College Hill
Date: 20/08/2012 04:36:00 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.
Sharenet Sites 
