Wrap Text
Proposed specific repurchase by Caxton of its own ordinary shares and posting of circular
Caxton and CTP Publishers and Printers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share code: CAT ISIN: ZAE000043345
Preference share code: CATP ISIN: ZAE000043352
("Caxton" or "the Company")
Proposed specific repurchase by Caxton of its own ordinary shares held by two wholly owned subsidiaries and posting of circular
to Caxton shareholders
1. Introduction
The purpose of this announcement is to inform shareholders of the proposed specific repurchase in terms of section 48 of
the Companies Act, 71 of 2008, as amended ("the Companies Act") and the Johannesburg Stock Exchange ("JSE") Listings
Requirements ("Listings Requirements), by Caxton of 44,395,861 of its own ordinary shares held by Caxton Share Investments
Proprietary Ltd and Caxton Publishers and Printers Ltd, both of which are wholly owned subsidiaries of Caxton and the posting of
the circular in relation thereto ("the Specific Repurchase").
2. Posting of the circular and notice of general meeting of Caxton shareholders
The circular to Caxton shareholders containing the details of the Specific Repurchase, incorporating a notice of general meeting and
a form of proxy has been posted today, Thursday, 12 December 2013 ("the Circular").
Caxton shareholders are advised that the Circular is immediately available on Caxton's website: www.caxton.co.za.
The general meeting of Caxton shareholders has been convened, in terms of the notice of general meeting forming part of the
Circular, to vote on the Specific Repurchase. The general meeting will be held in the boardroom, Caxton House, 368 Jan Smuts
Avenue, Craighall Park, Johannesburg at 10:00 on Tuesday, 14 January 2014.
In terms of the Listings Requirements and the provisions of section 115(4) of the Companies Act, the subsidiaries (and their
associates) will be excluded from voting on the special resolution of shareholders required to authorise the Specific Repurchase.
3. Terms of the Specific Repurchase
The Specific Repurchase will be performed at a price of R18.86 per Caxton share, being the 30-day Volume Weighted Average Price
for Caxton on the JSE exchange on 3 December 2013, with 2.5 cents per share paid out of contributed tax capital and the balance
in the form of a dividend. The Specific Repurchase will have no financial effect on Caxton nor its shareholders and as this is an intra-
group transaction no significant cash, other than to cover the expenses as outlined in paragraph 10 of the Circular, will be utilised.
Application will be made to the JSE for the delisting of the treasury shares once they have been repurchased.
The independent expert's fair and reasonable report prepared by PSG Capital Proprietary Limited, as provided to the full board of
Caxton in terms of section 48(8) (b) read with section 114 of the Companies Act, is attached as Annexure I to the Circular. It was
determined that, since the Specific Repurchase is effectively an internal transaction, the appointment of an independent board is
not required.
3.1 Share capital of Caxton before and after the Specific Repurchase
The table below sets out the authorised and issued share capital of Caxton before and after the Specific Repurchase:
R'm
Authorised
1,200,000,000 ordinary shares of 2,5 cents each 30,000
100,000 6% cumulative participating preference shares of R2 each 200
Issued – before the Specific Repurchase
467,052,949 (2012: 461,648,254) ordinary shares of 2,5 cents each 11,676
44,395,861 treasury shares held by subsidiary (1,110)
422,657,088 ordinary shares of 2,5 cents each 10,566
50,000 6% cumulative participating preference shares of R2 each 100
Issued – after the Specific Repurchase
422,657,088 ordinary shares of 2,5 cents each 10,566
0 treasury shares held by subsidiary (0)
422,657,088 ordinary shares of 2,5 cents each 10,566
50,000 6% cumulative participating preference shares of R2 each 100
4. Salient dates and times relating to the Specific Repurchase
2013
Record date to determine which Caxton shareholders are eligible to receive the Circular
and the Notice on Friday, 6 December
Circular posted to Caxton shareholders and the Notice published on SENS on Thursday, 12 December
Notice published in the South African press on Friday, 13 December
Last day to trade in order to be eligible to vote at the general meeting on Tuesday, 24 December
2014
Record date in order to vote at the general meeting on Friday, 3 January
Last day to lodge forms of proxy by 10:00 on Friday, 10 January
General meeting to be held in the boardroom, Caxton House, 368 Jan Smuts Avenue,
Craighall Park, Johannesburg on Tuesday, 14 January
Results of the general meeting published on SENS on Tuesday, 14 January
Cancellation and delisting of the 44,395,861 shares on or about Monday, 10 February
Notes:
1. Shareholders will be notified of any amendments to the above dates or times on the Stock Exchange News Service and in the South African press.
2. All times indicated above are South African standard times.
Craighall Park
12 December 2013
Transaction sponsor to Caxton
RAND MERCHANT BANK
Independent Expert
PSG CAPITAL
Sponsor
ARCAY MOELA SPONSORS
Legal adviser to Caxton
FLUXMANS ATTORNEYS
Date: 12/12/2013 03:50:00 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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