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CONSOLIDATED INFRASTRUCTURE GRP LTD - No Change Statement, Posting of Intergrated Annual Report/Notice of AGM iro Certain Corporate Actions odd-lot offer

Release Date: 28/02/2013 16:16
Code(s): CIL     PDF:  
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No Change Statement, Posting of Intergrated Annual Report/Notice of AGM iro Certain Corporate Actions odd-lot offer

CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
Share code: CIL ISIN: ZAE000153888
(“CIG” or “the company”)

NO CHANGE STATEMENT, POSTING OF INTEGRATED ANNUAL REPORT, POSTING OF NOTICE OF ANNUAL GENERAL MEETING REGARDING, INTER ALIA, 
CERTAIN CORPORATE RESTRUCTURE ACTIONS AND AN ODD-LOT OFFER

Shareholders are advised that the company's integrated annual report, incorporating the group audited financial
statements for the period ended 31 August 2012 was posted to all shareholders, who have indicated that they would
like to receive financial information in respect of the company, on 28 February 2013. An electronic copy of the
integrated annual report is available on the company’s website, www.ciglimited.co.za.

The company's integrated annual report contains no material changes to the information contained in the reviewed
results of the company for the period ended 31 August 2012, which results were announced on SENS on Tuesday,
30 October 2012.

In addition, a notice of annual general meeting of the company, which meeting will be held at Commerce Square,
Building 2, 39 Rivonia Road, Sandhurst at 11:00 on Monday, 8 April 2013 (the “annual general meeting”), was
posted to all shareholders of the company on 28 February 2013, (“notice of annual general meeting”) which notice
of annual general meeting relates to:

-     all business as is ordinarily transacted at an annual general meeting of shareholders;

-     the proposed conversion of the company’s par value shares into shares of no par value;

-     the proposed increase in the company’s authorised share capital;

-     the adoption of a new Memorandum of Incorporation for the company allowing for, inter alia, odd-lot offers;

-     an odd-lot offer to odd-lot holders (holding less than 100 shares); and

-     a specific authority for the company to repurchase up to 10 980 shares in terms of the odd-lot offer.

Terms defined in the notice of annual general meeting shall bear the same meaning in this announcement.

Salient dates and times

The salient dates and times for the annual general meeting, the corporate restructure actions (being the conversion, the
increase and the adoption of a new Memorandum of Incorporation for the company) and the odd-lot offer are as set
out below.
                                                                                                            2013
Integrated annual report posted to shareholders                                                 Thursday, 28 February
Notice of annual general meeting posted to shareholders                                         Thursday, 28 February
Announcement relating to the issue of the integrated annual report and the issue of
the notice of annual general meeting released on SENS                                           Thursday, 28 February
Copy of the proposed resolution and board report relating to the conversion to be
filed with the South African Revenue Service and the CIPC in terms of Regulation
31(8)(b) of the Companies Act                                                                   Thursday, 28 February
Odd-lot offer opens (at 12:00)                                                                  Thursday, 28 February
Announcement relating to the issue of the integrated annual report and the issue of
the notice of annual general meeting published in the press                                         Friday, 1 March
Voting last day to trade                                                                       Wednesday, 20 March
Voting record date                                                                              Thursday, 28 March
Last day to lodge forms of proxy for the annual general meeting (by 11:00)                        Thursday, 4 April
Annual general meeting (at 11:00)                                                                  Monday, 8 April
  
                                                                                                                        2                                                                                               2013
Results of annual general meeting released on SENS                                      Monday, 8 April
Corporate restructure resolutions submitted to CIPC                                     Tuesday, 9 April
Corporate restructure resolutions filed and registered by the CIPC*                 Wednesday, 24 April
Expected publication of finalisation announcement on SENS*                            Thursday, 25 April
Expected last day to trade in order to take part in the odd-lot offer*                     Friday, 3 May
Expected date for shares to trade “ex” the odd-lot offer*                                Monday, 6 May
Expected date for odd-lot offer to close and forms of election and surrender to be
received by the transfer secretaries by 12h00 *                                           Friday, 10 May
Expected odd-lot offer record date*                                                       Friday, 10 May
Expected date of the implementation of the odd-lot offer to take effect *               Monday, 13 May
Expected date that dematerialised odd-lot holders will have their accounts at their
CSDP or broker updated with their new shareholding and credited with the offer
price *                                                                                 Monday, 13 May
Expected date that electronic payments will be made or cheques posted in respect
of certificated odd-lot holders*                                                        Monday, 13 May
Expected date that the results of the odd-lot offer are released on SENS *              Monday, 13 May
Expected date that the results of the odd-lot offer are published in the press *        Tuesday, 14 May
* These dates are subject to change and are dependent upon when the corporate restructure resolutions are
  filed and registered by CIPC and thus the date on which the odd-lot offer closes.

Notes:
(1) All times indicated above are local times in South Africa;
(2) The dates and times indicated in the table above are subject to change. Any such changes will be released on
    SENS and published in the press, if required;
(3) No Dematerialisation or rematerialisation may take place after Friday, 3 May 2013.
(4) Dematerialised shareholders are required to notify their duly appointed CSDP or broker of their choice in terms
    of the odd-lot offer, and whether to sell or retain their shares, subject to note 6 below, in the manner and at the
    time stipulated in the agreement governing the relationship between them and their CSDP or broker;
(5) In the case of certificated odd-lot holders who choose to sell their shares in terms of the odd-lot offer, payment
    shall be made either by:
    a. electronic funds transfer into the bank accounts of shareholders on or about Monday, 13 May 2013 if such
         holder’s banking details have been provided in the form of election and surrender; or
    b. by cheque which will be posted at the risk of shareholders on or about Monday, 13 May 2013 if such
         holder’s banking details have not been provided in the form of election and surrender;
(6) Those odd-lot holders who do not make an election in terms of the odd-lot offer will automatically be regarded as
    having chosen to sell their odd-lot holding.

The Odd-lot Offer

Approximately 433 shareholders (“odd-lot holders”), being 28,17% of the total number of shareholders, hold less
than 100 shares each in the issued share capital of CIG. These shareholders hold approximately 10 980 shares in
aggregate, which constitutes approximately 0.009% of the total number of CIG shares in issue.

In order to reduce the substantial and ongoing costs of administration connected with a large number of odd-lot
holders, and to provide them with a cost-free method of realising their investment in the company, the directors are
proposing the implementation of an odd-lot offer, in terms of which and subject to certain suspensive conditions, the
company will offer to repurchase from odd-lot holders all of their shares for an offer consideration of R 16,64 per CIG
share repurchased.

The offer price of R 16,64 per share will be paid out of contributed tax capital of R6,12 per share (based on the
number of ordinary shares in issue of 118 840 929) and retained earnings of R10,52 per share.

To the extent that the offer price is paid out of retained earnings it will constitute a dividend in terms of paragraph (b)
of the definition of “dividend” contained in section 1 of the Income Tax Act, 58 of 1962, as amended. Since this is
not a general repurchase, the exclusion contained in paragraph (b)(iii) of the same definition will not apply.

The local dividends tax rate is 15%. Provided certain formalities are met, certain shareholders will be exempted from
dividends tax. Amongst others, shareholders that are South African tax resident companies and collective investment
                                                                                                                      3


schemes that will also be the beneficial owners of the dividend will have the exemption from dividends tax available
to them.

The gross dividend portion per share acquired by CIG pursuant to the odd-lot offer is R10,52 per share for
shareholders exempt from paying dividends withholding tax thus resulting in payment of R16,64 per odd-lot share
repurchased under the odd-lot offer.

The net dividend portion per share acquired by CIG pursuant to the odd-lot offer for shareholders liable to pay the
dividends tax of R1,58 is R8,94 per share thus resulting in payment of R15,06 per odd-lot share repurchased under the
odd-lot offer.

CIG’s tax reference number is 9259456169.

Shareholders are advised to obtain independent tax advice in relation to the implications of the offer price received
pursuant to the odd-lot offer.

The odd-lot offer is conditional on:
-     the corporate restructure resolutions being passed by shareholders at the annual general meeting;
-     the odd-lot offer resolution being passed by shareholders at the annual general meeting; and
-     the filing and registration of the corporate restructure resolutions (and the new Memorandum of Incorporation)
      with the CIPC.

In terms of the odd-lot offer, odd-lot holders may:
-      elect to sell their odd-lot holdings for the cash consideration; or
-      elect to retain the odd-lot holdings.

Subject to the fulfilment of the odd-lot offer suspensive conditions, those odd-lot holders who do not make an election
will automatically be regarded as having chosen to sell their odd-lot holdings for the offer consideration.

The maximum number of shares which potentially could be repurchased by the company under the odd-lot offer if all
odd-lot holders sell their holdings to the company will not exceed 10 980 shares at a total cost of approximately
R185 000.

The repurchase of shares pursuant to the odd-lot offer will have no significant effect on CIG’s headline earnings per
share, earnings per share, net asset value per share or tangible net asset value per share.

Odd-lot holders and their associates (as such term is defined in the Listings Requirements) will, in terms of the
Listings Requirements, be excluded from voting in respect of the odd-lot offer resolutions.


28 February 2013


Sponsor, corporate advisor and legal advisor
Javacapital
Date: 28/02/2013 04:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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