JCI LIMITED - Delisting Announcement

Delisting Announcement

JCI Limited
(Incorporated in the Republic of South Africa)
Registration number 1894/00854/06
Share code: JCD
ISIN: ZAE0000039681 (Suspended)
("JCI" or the “Company")


DELISTING ANNOUNCEMENT


1. INTRODUCTION AND REASONS FOR DELISTING


  1.1.   JCI shareholders (“Shareholders”) are referred to :-


         1.1.1.   the announcement released on SENS on 18 September 2012; and


         1.1.2.   the Report of the Chairman and Chief Executive Officer contained in JCI’s Group
                  Annual Financial Statements for the year ended 31 March 2012,


         wherein JCI communicated to its Shareholders that, as a consequence of the reduction of
         JCI’s indirect shareholding in Boschendal (Proprietary) Limited (“Boschendal”) from an
         effective 62.67% to 49% (the “Transaction”), JCI would no longer control the majority of its
         assets and, as a result, it would no longer be in compliance with Paragraph 4.28(d) of the
         JSE Listing Requirements (the “Requirements”), and that this may result in the delisting of
         JCI.


  1.2.   Following completion of the Transaction and in response to the JSE’s request for JCI to
         justify its continued listing on the Exchange, JCI acknowledged in a formal response to the
         JSE (the “Response”) that whilst JCI had addressed one of the reasons for its suspension,
         by publishing annual financial statements for the financial years ended 31 March 2005 to
         31 March 2012, JCI did not publish these financial results in compliance with Paragraphs
         3.16, 3.19(b), 3.20 and 8.62 of the Requirements (concerning timeous publication of IFRS
         compliant financial statements).


  1.3.   Notwithstanding that JCI brought the publication of its annual results up to date and is
         confident that it would be in a position to comply with the remaining Section 3
         Requirements, JCI is of the view that it did not and would in future not meet the
         requirements in terms of Paragraph 4.28 of the Requirements having regard to the
         Transaction and the concomitant result of no longer having a controlling interest in its
         principal asset, Boschendal (reducing its shareholder interest from 62.67% to 49%).
   1.4.   The JSE has notified JCI that it has carefully considered all the facts and information at its
          disposal and has decided to proceed with the termination of JCI’s listing in terms of
          Section 13(1) of the Securities Services Act and Paragraph 1.11 of the Requirements, as a
          consequence of JCI’s non-compliance with the Requirements as set out and described
          above.


   1.5.   Accordingly, this announcement advises Shareholders that, following its suspension since
          August 2005, JCI’s listing is to be terminated.


2. POST DELISTING


   2.1.   Shareholders should note that after the delisting they will remain Shareholders in the
          unlisted Company.


   2.2.   As JCI is being delisted in terms of Paragraph 1.1 of the Requirements and not in terms of
          Paragraph 1.14 of the Requirements, there will be no offer to Shareholders.


   2.3.   Post the delisting, JCI will continue dealing with the outstanding legal matters, consider all
          opportunities to return maximum shareholder value and continue winding-down the
          Company’s business in an orderly manner to realise the most benefit for Shareholders.


3. SALIENT DATES AND TIMES


    The salient dates and times relating to the delisting are set out in the table below:


     Last day to trade over the counter                                          Friday, 5 April 2013
     Record date for delisting                                                   Friday, 12 April 2013
     Delisting date at commencement of trade                                     Tuesday, 16 April 2013




Johannesburg

26 March 2013

Sponsor: Investec Bank Limited

Date: 26/03/2013 04:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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