Wrap Text
Finalisation announcement
CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN ISIN: ZAE000102067
(“ConvergeNet” or the “Company”)
FINALISATION ANNOUNCEMENT
ODD-LOT OFFER, SPECIFIC OFFER AND SHARE CONSOLIDATION: REVISED SALIENT DATES
1. Shareholders are referred to the circular to ConvergeNet shareholders dated 20 September 2013
(the “Circular”) regarding, inter alia, an odd-lot offer, a specific offer, the consolidation of the
Company’s share capital and the disposal of, inter alia, Sizwe and Telesto. All terms defined in the
Circular and the announcements regarding the aforementioned transactions, as released on SENS
on 29 July 2013, 20 September 2013, 22 October 2013 and 15 November 2013, shall bear the same
meaning in this announcement.
2. Shareholders are advised that the Company has received confirmation from CIPC of its acceptance
of the filing of the special resolutions relating to the amendments to the Company’s Memorandum of
Incorporation. The revised salient dates and times in respect of the Odd-lot Offer, the Specific Offer
and the Share Consolidation are as follows:
2.1 The Odd-lot Offer and the Specific Offer
2013
Finalisation announcement relating to the Odd-lot Offer and the Specific Friday, 22 November
Offer released on SENS on
Odd-lot Offer and Specific Offer opens at 09:00 on Friday, 22 November
Finalisation announcement relating to the Odd-lot Offer and the Specific Monday, 25 November
Offer published in the press on
Last day to trade in ConvergeNet shares in order to be eligible to Friday, 29 November
participate in the Odd-lot Offer and the Specific Offer on
Shares trade “ex” the Odd-lot Offer and the Specific Offer on Monday, 2 December
Forms of election and surrender for the Odd-lot Offer and the Specific Friday, 6 December
Offer to be received by the Transfer Secretaries by 12:00 on
Odd-lot Offer and the Specific Offer closes at 12:00 on Friday, 6 December
Record date for the Odd-lot Offer and the Specific Offer to determine the Friday, 6 December
shareholders entitled to participate in the Odd-lot Offer and the Specific
Offer
Odd-lot Offer and the Specific Offer becomes effective at Monday, 9 December
commencement of trade on
Odd-lot Holders and Specific Offer Shareholders with dematerialised Monday, 9 December
shares will have their accounts held at their CSDP or broker credited
with the amount of the Cash Alternative (including where no election has
been made by Odd-lot Holders) on
Cheques posted in respect of the sale of Odd-lot Holdings by Odd-lot Monday, 9 December
Holders and the sale of holdings by Specific Offer Shareholders with
certificated shares, at the risk of such holders, on or about
Results of the Odd-lot Offer and Specific Offer released on SENS on Monday, 9 December
2.2 The Share Consolidation
2013
Finalisation announcement relating to the Share Consolidation released Friday, 22 November
on SENS on
Finalisation announcement relating to the Share Consolidation published
in the press on Monday, 25 November
Last day to trade under the present share capital in order to be recorded
as a shareholder on Thursday, 12 December
Trading in shares under the new consolidation share capital under the
new ISIN ZAE000182440) commences on Friday, 13 December
Record date to determine those shareholders whose shares will be
subject to the Share Consolidation on (“Share Consolidation Record
Date”) Friday, 20 December
Forms of surrender for new share certificate to be received by the
Transfer Secretaries (in order for new share certificates reflecting the
Share Consolidation to be posted) by 12:00 on Friday, 20 December
Dematerialised shareholders will have their accounts at their CSDP or
broker updated on Monday, 23 December
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 (failing which, within
five business days after receipt of such existing share certificates) on or
about Monday, 23 December
Notes:
(a) Shareholders may not dematerialise or rematerialise their shares between Monday,
2 December 2013 and Friday, 6 December 2013, both days inclusive and after Thursday,
12 December 2013 in pre-consolidated form.
(b) In the case of Odd-lot Holders of certificated shares who elect to sell their Odd-lot Holdings and
Specific Offer Shareholders who accept the Specific Offer, cheques will be posted at the risk of such
Odd-lot Holders and Specific Offer Shareholders on or about Monday, 9 December 2013 or within
five business days after the receipt of such Documents of Title by the Transfer Secretaries,
whichever is the later.
(c) Shareholders who wish to retain their Odd-lot Holdings must lodge the form of election and
surrender for the Odd-lot Offer, as enclosed with the Circular, by 12:00 on the Offer Record
Date, which date is Friday, 6 December 2013, failing which their shares will be purchased by
ConvergeNet.
(d) Those Specific Offer Shareholders who do not make an election by lodging the form of
election and surrender for the Specific Offer, as enclosed with the Circular, by 12:00 on the
Offer Record Date, which date is Friday, 6 December 2013, will automatically be regarded as
not having accepted the Specific Offer at the Offer Price and will retain their shares.
(e) Certificated shareholders who did not qualify for the Odd-lot Offer or Specific Offer should note that
they will not receive replacement share certificates in consolidation form until the Odd-lot Offer and
Specific Offer have been implemented.
3. The Sizwe Disposal has not yet been approved by the South African Competition Commission.
Shareholders will be informed once the Company has received such approval, which is expected to
be during the course of December 2013.
Centurion
22 November 2013
Corporate advisor: AfrAsia Corporate Finance Proprietary Limited
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Date: 22/11/2013 09:00:00 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,
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