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Finalization announcement on the claw back offer
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/005144/06)
(JSE code: AET ISIN: ZAE000170395)
(“Alert Steel” or “the company”)
Finalisation announcement on the Claw back offer
1. Claw back offer
Shareholders are referred to the SENS announcement dated 17 October 2013 and
28 November 2013 , where shareholders were advised that the board of Alert Steel has
resolved to undertake a renounceable Claw-back offer to Alert Steel shareholders of
48 000 000 shares of no par value in the share capital of Alert Steel at a subscription
price of 200 cents per claw-back share in the ratio of 92.4435 claw-back share for every
100 Alert Steel shares held (“the Claw-back Offer”) at the close of business on Friday,
14 February 2014. No excess applications are allowed.
The circular to shareholders has been approved by the JSE. There are no further
conditions precedent and therefore the Claw-back offer will proceed as per the timetable
below.
2. Timetable
The board of directors hereby wishes to inform shareholders of the timetable for the
claw- back offer:
2014
Last day to trade in Alert Steel Shares in order to qualify to
participate in the Claw-back Offer (cum Entitlement) on Friday, 7 February
Listing of Letters of Allocation on the JSE under the JSE code Monday,10 February
AETN and ISIN ZAE000187357 at commencement of trading on
Allotment of Claw-back Shares to Subscriber Monday, 10 February
Record Date for participation in the Claw-back Offer at the close Friday, 14 February
of trade on
Claw-back Offer Circular and Form of Instruction posted to Monday, 17 February
Shareholders
Claw-back Offer opens at commencement of trading on Monday, 17 February
Dematerialised Shareholders’ accounts at their CSDP or broker Monday, 17 February
automatically credited with their Entitlement
Certificated Shareholders’ Entitlements will be credited to an Monday, 17 February
account held with the Transfer Secretaries
Last day to trade in Letters of Allocation on the JSE on Friday, 28 February
Trade in Claw-back Shares commences Monday, 3 March
Claw-back Offer closes – payments to be made and Form of Friday, 7 March
Instruction in respect of Letters of Allocation lodged by
Certificated Shareholders by 12:00 (see note 5) on
Record Date for Letters of Allocation Friday, 7 March
Claw-back Shares not accepted in terms of the Claw-back Offer Monday, 10 March
2014
issued to the Subscriber
Dematerialised Shareholders’ accounts updated with Claw-back Monday, 10 March
Shares to the extent accepted and debited with the relevant costs
by their CSDP or broker and new Alert Steel Share certificates
posted to Certificated Shareholders (see note 5) on
Results of Claw-back Offer announcement released on SENS on Monday, 10 March
or about
Notes:
1. Dematerialised Shareholders are required to notify their duly appointed CSDP or
broker of their acceptance or otherwise of the Claw-back Offer in the manner and
time stipulated in the agreement governing the relationship between such
Shareholder and their CSDP or broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised between Monday, 10
February 2014, and Friday, 14 February 2014, both days inclusive.
4. The CSDP/broker accounts of Dematerialised Shareholders will be automatically
credited with new Alert Steel Shares to the extent to which they have accepted the
Claw-back Offer. Alert Steel Share certificates will be posted, by registered post at the
Shareholders’ risk, to Certificated Shareholders in respect of the Claw-back Shares
which have been accepted.
5. CSDPs or brokers effect payment in respect of Dematerialised Shareholders on a
delivery versus payment method.
3. Documentation
Alert Steel shall post on 17 February 2014 to every shareholder registered as such on
the record date; the letters of allocation in respect of the claw back offer, accompanied
by a circular ("the circular") and such other documents as may be required in terms of
the Companies Act, and the Listings Requirements of the JSE. The circular and letters of
allocation will outline the detailed terms and conditions applicable to the Claw-back offer
in addition to other relevant information.
4. Foreign jurisdictions
Any shareholder resident outside the common monetary area who receives the circular
and form of instruction, should obtain advice as to whether any governmental and/or any
other legal consent is required and/or any other formality must be observed to enable
such a subscription to be made in terms of such form of instruction.
The Claw back offer does not constitute an offer in any jurisdiction in which it is illegal to
make such an offer and the circular and form of instruction should not be forwarded or
transmitted by recipients thereof to any person in any territory other than where it is
lawful to make such an offer.
The Claw back offer Shares have not been and will not be registered under the
Securities Act of the United States of America. Accordingly, the claw back offer shares
may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into
the United States or to, or for the account or benefit of, United States persons, except
pursuant to exemptions from the Securities Act. The circular and the accompanying
documents are not being, and must not be, mailed or otherwise distributed or sent in,
into or from the United States. The circular does not constitute an offer of any securities
for sale in the United States or to United States persons.
The claw back offer contained in the circular does not constitute an offer in the District of
Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia,
Japan or in any other jurisdiction in which, or to any person to whom, it would not be
lawful to make such an offer. Non-qualifying shareholders should consult their
professional advisers to determine whether any governmental or other consents are
required or other formalities need to be observed to allow them to take up the claw back
offer, or trade their entitlement. Shareholders holding Alert Steel shares on behalf of
persons who are non-qualifying shareholders are responsible for ensuring that taking up
the claw back offer, or trading in their entitlements under that offer, do not breach
regulations in the relevant overseas jurisdictions.
To the extent that non-qualifying shareholders are not entitled to participate in the claw
back offer as a result of the aforementioned restrictions, the allocated rights in respect of
such non-qualifying shareholders shall revert to Alert Steel who shall be entitled to sell or
place same or failing which such rights will lapse.
30 January 2014
Johannesburg
Designated Adviser
Exchange Sponsors
Date: 30/01/2014 05:00:00 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,
information disseminated through SENS.
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