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Odd-lot Offer
BUILDMAX LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/012209/06)
Share Code BDM
ISIN Code ZAE000011250
(Buildmax or the Company)
ODD-LOT OFFER, SPECIFIC OFFER AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders of Buildmax (Shareholders) are referred to the announcements dated 2 May 2012 and 22 August 2012
pertaining to the proposed restructuring of the authorised and issued share capital of the Company through a
share consolidation (Share Consolidation).
In order to reduce the substantial recurring costs of administration connected with the current large number of
small Shareholders, the board of directors of Buildmax also proposes the implementation of:
- an odd-lot offer to Shareholders holding fewer than 1 401 ordinary shares in the share capital of the
Company (Buildmax Shares) (the Odd-lot Offer); and
- a specific offer to Shareholders holding more than 1 400 but less than 19 000 Buildmax Shares (the Specific Offer),
to facilitate the reduction in the number of small Buildmax Shareholders in an equitable manner. The Odd-lot Offer and
the Specific Offer will enable Shareholders who qualify and wish to participate to dispose of their shareholding in a
cost-effective manner.
2. OFFER PRICE
The price offered in terms of the Odd-lot Offer and Specific Offer will be 14.14 cents, which has been determined by
using the five-day volume weighted average price of Buildmax Shares traded on the JSE Limited (JSE) up to
the close of business on Friday, 21 September 2012, being the last business day prior to the announcement
of the Odd-lot Offer and the Specific Offer, plus a 5% premium (Offer Price).
3. DETAILS OF THE ODD-LOT OFFER
All Buildmax Shareholders who hold fewer than 1 401 Buildmax Shares (Odd-lot Holdings) (Odd-lot Holders)
will be implemented on the basis that the Odd-lot Holders may elect to:
(a) sell their Odd-lot Holdings at the Offer Price; or
(b) retain their Odd-lot Holdings.
The Odd-lot Holdings of Odd-lot Holders who do not make an election will be automatically purchased by Buildmax.
4. DETAILS OF THE SPECIFIC OFFER
All Shareholders holding more than 1 400 but fewer than 19 000 Buildmax Shares will be afforded the opportunity
to participate in the Specific Offer. The Specific Offer will be implemented on the basis that the Specific Offer
Shareholders may elect to voluntarily sell their shareholding in Buildmax at the Offer Price.
5. SALIENT DATES AND TIMES
The salient dates and times per taining to the Odd-lot Offer and the Specific Offer are set out in the table below.
Please note that the dates provided below relating to the Odd-lot Offer and Specific Offer are subject to special
resolutions being filed with CIPC and the JSE being provided with certified copies of the special resolutions as
filed with CIPC by 22 October 2012. The timetable below in respect of the Odd-lot
Offer and Specific Offer will have to be amended should the filing of the resolutions by CIPC not have been received by this date.
Last day to trade in Buildmax Shares in order to be eligible to participate in the Odd-lot Offer and the
Specific Offer Friday, 2 November
Shares trade ex rights to participate in the Odd-lot Offer and the Specific Offer Monday, 5 November
Forms of election and surrender for the Odd-lot Offer and the Specific Offer to be received by
Computershare Investor Services (Proprietary) Limited (Transfer Secretaries) by 12:00 on Friday, 9 November
Odd-lot Offer and the Specific Offer closes at 12:00 Friday, 9 November
Record date for the Odd-lot Offer and the Specific Offer to determine the Shareholders entitled to
participate in the Odd-lot Offer and the Specific Offer Friday, 9 November
Implementation of the Odd-lot Offer and the Specific Offer takes effect at commencement
of business on Monday, 12 November
Odd-lot Holders and Specific Offer Shareholders with dematerialised shares have their accounts held at
their CSDP or broker credited with the cash amount (including where no election has been made by
Odd-lot Holders), unless Odd-lot Holders have elected to retain their holdings Monday, 12 November
Cheques posted to eligible Shareholders who accepted on or about Monday, 12 November
Results of the Odd-lot Offer and Specific Offer released on SENS Monday, 12 November
Results of the Odd-lot Offer and Specific Offer published in the South African press on Tuesday, 13 November
Notes:
1. The specified dates and times are subject to change. Any changes will be released on SENS and published in
the South African press.
2. Shareholders may not dematerialise or rematerialise their Buildmax Shares between Friday, 2 November 2012
and Friday, 9 November 2012, both dates inclusive.
3. In the case of Odd-lot Holders holding Cer tificated Shares who accept the Odd-lot Offer and Specific Offer
Shareholders who accept the Specific Offer, cheques will be posted, at the risk of the shareholder, on or about
Monday, 12 November 2012 or within five business days after the receipt of such Document of Title by the Transfer
Secretaries, whichever is the later.
4. Certificated Shareholders who wish to retain their Odd-lot Holdings must lodge the form of election and surrender
for the Odd-lot Offer by 12:00 on the Offer Record Date, expected to be Friday, 9 November 2012, failing which their
Buildmax Shares will be purchased by Buildmax.
5. Odd-lot Shareholders who do not make an election will automatically be regarded as not having accepted the Odd-lot Offer.
6. All times given are South African local times.
6. SUSPENSIVE CONDITION
The implementation of the Odd-lot Offer and the Specific Offer is subject to approval by Shareholders in a
general meeting, the details of which are set out below.
7. CIRCULAR TO SHAREHOLDERS
Shareholders are referred to the announcement dated 22 August 2012, in which a specific repurchase by
Buildmax was announced (the Specific Repurchase). The Board wishes to advise Shareholders that a
circular to Shareholders setting out the information pertaining to the Specific Repurchase, the Odd-lot Offer,
the Specific Offer and the Share Consolidation and enclosing a notice of a general meeting has been posted to
Shareholders on Tuesday, 25 September 2012.
8. PRO FORMA FINANCIAL EFFECTS
The unaudited pro forma financial effects of the Odd-lot Offer and the Specific Offer (collectively, the Offers)
are provided for illustrative purposes only to indicate the effect of the Offers on the earnings per Buildmax Share
and headline earnings per Buildmax Share as if the Offers took effect on 1 March 2011 and to show the effect of Offers
on the net asset value per Buildmax Share and tangible net asset value per Buildmax Share as if the Offers took effect
on 29 February 2012. Because of their nature, the unaudited pro forma financial effects may not fairly present Buildmaxs
financial position, changes in equity, results of operations or cash flows. The unaudited pro forma financial effects
have been compiled from the published audited results for the year ended 29 February 2012 and are presented in
a manner consistent with the format and accounting policies adopted by Buildmax and have been adjusted as described in the
notes below. The Directors of Buildmax are responsible for the preparation of the pro forma financial effects as set out below.
Column i Column ii Column iii
After the
Before Pro forma Pro forma Odd-lot
the Corporate effect of effect of Offer and Percentage
Actions Odd-lot Offer Specific Offer Specific Offer change
Basic earnings per share (cents) (0,16) (0,00) (0,00) (0,16) 0%
Headline earnings per share (cents) 0,29 (0,00) (0,00) 0,29 0%
Net asset value per share (cents) 16,08 0,00 0,00 16,08 0%
Tangible net asset value per share (cents) 13,93 0,00 0,00 13,93 0%
Weighted average number of shares in issue (000) 3 444 716 (112) (3 530) 3 441 074
Shares in issue at year end (000) 3 444 716 (112) (3 530) 3 441 074
Notes:
1. The pro forma information as reflected in column (i) has been extracted from Buildmaxs published audited consolidated
results for the year ended 29 February 2012.
2. The information reflected in column (ii) is calculated based on the assumptions that:
a. For the effect on the earnings per Buildmax Share and headline earnings per Buildmax Share:
- the Odd-lot Offer, resulting in the repurchase of 111 505 Buildmax Shares amounting to R15 220,
was effective on 1 March 2011 and consequently less interest income was
earned on cash amounting to R761, calculated at an average interest rate of 5% per annum; and
- no transaction costs were incurred per taining to the Odd-lot Offer.
b. For the effect on the net asset value per Buildmax Share and tangible net asset value per Buildmax Share
it has been assumed that the Odd-lot Offer resulted in the
repurchase of 111 505 Buildmax Shares amounting to R15 220 effective on 29 February 2012.
3. The information reflected in column (iii) is calculated based on the assumptions that:
a. For the effect on the earnings per Buildmax Share and headline earnings per Buildmax Share:
- the Specific Offer, resulting in the repurchase of 3 529 601 Buildmax Shares amounting to R481 791,
was effective on 1 March 2011 and consequently less
interest income was earned on cash amounting to R24 090, calculated at an average interest rate of 5% per annum; and
- no transaction costs were incurred per taining to the Specific Offer.
b. For the effect on the net asset value per Buildmax Share and tangible net asset value per Buildmax Share it
has been assumed that the Specific Offer resulted
in the repurchase of 3 529 601 Buildmax Shares amounting to R481 791 effective on 29 February 2012.
9. GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders will be held at The Country Club Johannesburg,
1 Napier Road, Auckland Park, Johannesburg, at 10:00 on Tuesday,
16 October 2012, for purposes of obtaining the necessary approvals to give effect to the Specific Repurchase,
the Odd-lot Offer, the Specific Offer and the Share Consolidation. The salient dates and times per taining to the
general meeting are set out below.
2012
Last day to trade to be on the Register to be able to par ticipate and vote at the general
meeting Friday, 28 September
Record date to be able to par ticipate and vote at the general meeting Friday, 5 October
Last day to lodge Forms of Proxy for the general meeting By 10:00 on Friday, 12 October or they may be handed to
the Chairman of the general meeting at any time prior
to the commencement of voting on the Resolutions
tabled at the general meeting as contemplated by the Act
General meeting of Buildmax Shareholders to be held at The Country Club Johannesburg,
1 Napier Road, Auckland Park, Johannesburg, or at any adjournment thereof, if
required, on Tuesday, 16 October
Results of general meeting released on SENS on Tuesday, 16 October
Results of general meeting published in the South African press on Wednesday, 17 October
10. SALIENT DATES AND TIMES PERTAINING TO THE SHARE CONSOLIDATION
Subsequent to the Odd-lot Offer and Specific Offer, and subject to the approval of shareholders, the Share Consolidation,
the details of which were set out in an announcement dated 2 May 2012, will be implemented.The salient dates and times
pertaining to the Share Consolidation are set out in the table below. The dates below may change as they are subject to
the filing with CIPC of the relevant special resolutions and the provision of copies thereof to the JSE by 22 October 2012.
Any such changes will be released on SENS and published in the press.
2012
Finalisation announcement in respect of the Share Consolidation released on SENS Friday, 9 November
Last date to trade in Buildmax Shares before the Share Consolidation Friday, 16 November
Consolidated Buildmax Shares trade under new ISIN Code ZAE000167318 Monday, 19 November
Record date to determine those Shareholders whose Buildmax Shares will be subject to the Share Consolidations Friday, 23 November
Dematerialised Shareholders accounts at CDSPs or brokers updated in respect of the Share Consolidations Monday, 26 November
Replacement Share Certificates posted to Certificated Shareholders, by registered post, provided their existing
share certificates are surrendered by 12:00 on the Share Consolidation record date (otherwise within five
business days after receipt of such existing share certificates) on or about (refer note 3 below) Monday, 26 November
Notes:
1. The above dates and times are subject to amendment and any amendment made will be released on SENS.
2. All times given are South African local times.
3. Buildmax Shareholdings may not be dematerialised or rematerialised their pre-consolidated Buildmax Shares
after Friday, 23 November 2012.
Benoni
25 September 2012
Date: 26/09/2012 09:19:00 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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