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POSTING OF CIRCULAR TO MVELA GROUP SHAREHOLDERS
MVG
Mvelaphanda Group Limited
Incorporated in the Republic of South Africa
Registration number: 1995/004153/06
Ordinary share code: MVG
ISIN code: ZAE000060737
(“Mvela Group” or “the Company”)
POSTING OF CIRCULAR TO MVELA GROUP SHAREHOLDERS
1. Introduction
A circular has been posted today, Monday, 3 September 2012, to Mvela Group shareholders
(“the Circular”) that contains relevant details relating to:
the granting of shareholder approval for the proposed disposal by Batho Bonke Capital
(RF) Proprietary Limited (“Batho Bonke”) of Absa ordinary shares in the open market by
way of a private placement or such other methodologies as may be favourable to Batho
Bonke having regard to market conditions and other relevant factors (“Batho Bonke
Disposal”).; and
the granting of shareholder approval for the proposed change of name of Mvela Group to
New Bond Capital Limited (“Name Change”).
As Batho Bonke is deemed a subsidiary of Mvela Group, the Batho Bonke Disposal constitutes a
disposal by Mvela Group in terms of section 115(2)(b) of the Companies Act of 2008 as well as a
Category 1 transaction in terms of the JSE Limited Listings Requirements
The Circular incorporates a notice of general meeting ("Notice") and a form of proxy for the
general meeting.
Mvela Group shareholders are advised that the Circular is also available on Mvela Group's
website: www.mvelagroup.co.za
2. General meeting of Mvela Group shareholders
The general meeting of Mvela Group shareholders, convened in terms of the Notice, for the
purposes of voting on, inter alia, the resolutions required to approve the Batho Bonke Disposal
nd
and the Name Change, will be held at the Mvela Group offices, 2 Floor, 11 Crescent Drive,
Melrose Arch, Johannesburg at 10:00 on Tuesday, 2 October 2012 (“General Meeting”).
3. Salient dates and times relating to the Batho Bonke Disposal and Name Change
The salient dates and times are as follows:
Record date to be sent notice of the General Meeting Friday, 24 August
Circular posted to shareholders on or about Monday, 3 September
Last day to trade to vote at the General Meeting Friday, 14 September
Record date to participate in and vote at the General Meeting Friday, 21 September
Last date for receipt of forms of proxy for the General Meeting by
10:00 on Monday, 1 October
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General Meeting to be held at the Mvela Group offices, 2 Floor,
11 Crescent Drive, Melrose Arch, Johannesburg at 10:00 on Tuesday, 2 October
Results of the General Meeting released on SENS on Tuesday, 2 October
Results of the General Meeting published in the South African
press on Wednesday, 3 October
Finalisation date expected to be on Friday, 19 October
Finalisation announcement confirming that the Name Change has
become effective released on SENS by no later than 11:00 on Friday, 19 October
Last date to trade under the old name “Mvelaphanda Group
Limited” Friday, 26 October
Trade under the new name “New Bond Capital Limited” under the Monday, 29 October
JSE code NBC from commencement of trading on
Record date for the Name Change Friday, 2 November
New share certificates reflecting the Name Change posted, by
registered post, to certificated shareholders who have surrendered
their documents of title on or before 12:00 on the record date for
the Name Change or within five days of surrender thereof if
received after 12:00 on the record date for the Name Change, on or
about Monday, 5 November
Dematerialised shareholders’ accounts updated with the name
change by their CSDP/Broker Monday, 5 November
Notes:
1. The above dates and times are subject to change. Any material changes will be released on
SENS and published in the South African press.
2. All times quoted in the Circular are local times in South Africa.
3. No dematerialisation or rematerialisation of share certificates may take place in the name of
Mvela Group between Monday, 29 October 2012 and Friday, 2 November 2012 (both days
inclusive).
4. Certificated shareholders who surrender their existing documents of title after 12:00 on the
record date for the Name Change will have their new share certificates mailed within five
business days after receipt thereof by the Transfer Secretary, by registered post in South
Africa.
5. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting unless the contrary is stated on such forms of proxy.
Melrose Arch
3 September 2012
Merchant bank and transaction sponsor Legal adviser
Rand Merchant Bank, a division of First Webber Wentzel
Rand Bank Limited
Financial adviser to Batho Bonke Legal adviser to Batho Bonke
Rand Merchant Bank Cliffe Dekker Hofmeyr Inc
Date: 03/09/2012 03:50:00 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.
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