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Finalisation announcement and salient dates in respect of the odd-lot offer
Consolidated Infrastructure Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
JSE share code: CIL ISIN: ZAE000153888
(“the company” or “CIG”)
FINALISATION ANNOUNCEMENT AND SALIENT DATES IN RESPECT OF THE ODD-LOT OFFER
Shareholders are referred to the notice of annual general meeting of the company dated 28 February 2013 (the “notice of annual
general meeting”), which notice of annual general meeting relates to, inter alia:
- 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.
Further to the announcements released on SENS on 28 February 2013 and 25 April 2013, respectively, regarding the odd-lot offer,
the company is pleased to advise that the special resolution relating to the adoption of the new Memorandum of Incorporation, the
proposed conversion of the company’s par value shares to no par value shares, the proposed increase in the company’s authorised
share capital, together with all prescribed documents, have been registered by the CIPC and accordingly the odd-lot offer is now
unconditional and capable of implementation.
Accordingly, the salient dates and times in respect of the implementation of the odd-lot offer are as follows:
2013
Publication of finalisation announcement on SENS Friday, 24 May
Publication of finalisation announcement in the press Monday, 27 May
Last day to trade in order to take part in the odd-lot offer Friday, 31 May
Shares trade “ex” the odd-lot offer* Monday, 3 June
Odd-lot offer closes and forms of election and surrender to be received by the transfer
secretaries by 12h00 Friday, 7 June
Odd-lot offer record date Friday, 7 June
Implementation of the odd-lot offer to take effect Monday, 10 June
Dematerialised odd-lot holders will have their accounts at their CSDP or broker updated
with their new shareholding and credited with the offer price on Monday, 10 June
Electronic payments will be made or cheques posted in respect of certificated odd-lot
holders on Monday, 10 June
Results of the odd-lot offer are released on SENS on Monday, 10 June
Results of the odd-lot offer are published in the press on Tuesday, 11 June
Notes:
(1) All times indicated above are local times in South Africa;
(2) No Dematerialisation or rematerialisation may take place after Friday, 31 May 2013.
(3) 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;
(4) 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, 10 June 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, 10 June 2013 if such holder’s banking
details have not been provided in the form of election and surrender;
(5) 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 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 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
R1.578 is R8.942 per share thus resulting in payment of R15.062 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.
24 May 2013
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 24/05/2013 12:33:00 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
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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,
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