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NICTUS BEPERK - Finalisation announcement

Release Date: 13/09/2012 09:03
Code(s): NCS     PDF:  
Wrap Text
Finalisation announcement

    Nictus Limited
    (Incorporated in the Republic of South Africa)
    (Registration number 1981/001858/06)
    JSE Share code: NCS
    NSX Share code: NCT
    ISIN Code NA0009123481
    ("Nictus" or "the Company")



                                        Finalisation announcement




1           Introduction

Nictus shareholders (“Shareholders”) are referred to the announcements published on the Securities
Exchange News Service of the JSE Limited (“JSE”) on Tuesday, 12 June 2012, Friday, 6 July 2012
and Wednesday, 1 August 2012 (“Announcements”) which included details, inter alia, of the following
proposals:

•     the distribution of all the ordinary shares (“Nictus Namibia Shares”) that Nictus holds in Nictus
      Holdings Limited (“Nictus Namibia”) to its Shareholders, in the entitlement ratio of 1:1, in terms of
      section 46 and section 112 read together with sections 115 and 164 of the South African
      Companies Act, 2008, as amended and in accordance with the relevant South African and
      Namibian taxation regulations (“Unbundling”); and

•     immediately subsequent to the Unbundling, the issue by Nictus of 12 826 440 Nictus ordinary
      shares (“Shares”) to Nictus Namibia at an issue price of 175 cents per Share, resulting in a total
      consideration of R22.4 million (“Specific Issue”).

The proposals set out above were subject to the conditions precedent detailed in the
Announcements.


2           Fulfilment of the conditions precedent

Shareholders are advised that all of the conditions precedent (including the approval by the Namibian
Stock Exchange (“NSX”) of the listing of the unbundled Nictus Namibia Shares on the NSX) as set
out in the circular to Shareholders dated Wednesday, 1 August 2012, have now been fulfilled.


3           Salient dates and times

The salient dates and times of the Unbundling and the Specific Issue are set out below:


                                                                                 2012

    Last day to trade Shares on the JSE in order to participate in the           Thursday, 20
    Unbundling                                                                   September

    Shares trade “ex” their entitlement to Nictus Namibia on                     Friday, 21 September

    Listing of Nictus Namibia (ISIN number NA000A1J2SS6 and Share code           Friday, 21 September                                                                    Friday, 21 September
    NHL) on the NSX at 9:00 on

    Record date to participate in the Unbundling                                 Friday, 28 September

    Shares issued to Nictus Namibia in terms of the Specific Issue and listed    Friday, 28 September                                                                           Monday, 1 October
    on the JSE

    Share certificates in respect of the unbundled Nictus Namibia Shares will
    be posted, by registered post, at the risk of the Shareholder concerned,     Monday, 1 October
    to Shareholders on or about

Notes

1.      No dematerialisation or rematerialisation of share certificates may take place between Friday,
        21 September 2012 and Friday, 28 September 2012, both days inclusive.

2.      Dematerialised Shareholders will not be able to hold dematerialised scrip in the Namibia
        trading environment and, therefore, dematerialised Shareholders will be issued a share
        certificate in respect of the unbundled Nictus Namibia Shares.

Johannesburg
13 September 2012

Corporate advisor, sponsor and joint tax advisor         Namibian legal advisors
KPMG Services (Pty) Ltd                                  Theunissen, Louw & Partners


South African legal advisors and joint tax advisor       Namibian sponsor
Webber Wentzel                                           Simonis Storm Securities (Pty) Ltd
                                                         (Member of the NSX)


Reporting accountants and auditors                       Independent expert
KPMG Inc.                                                Mazars Corporate Finance (Pty) Ltd

Date: 13/09/2012 09:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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