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Cancellation of shares pursuant to the ElementOne Scheme and disclosures of beneficial interest in the Company
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
("the Company")
CANCELLATION OF SHARES PURSUANT TO THE ELEMENTONE SCHEME AND DISCLOSURES OF
BENEFICIAL INTEREST IN THE COMPANY
1. INTRODUCTION
Shareholders are referred to the announcements posted on the website of ElementOne Limited
(“ElementOne”) (www.elementone.co.za) dated 29 November 2013, 12 December 2013, 15 January
2014, 29 January 2014 and 7 February 2014, as well as to the circular posted to ElementOne
shareholders, and published on the ElementOne website, on 12 December 2013 relating to the offer
by Main Street 1132 Proprietary Limited (“BidCo”) to acquire all of the ordinary shares in
ElementOne by way of a scheme of arrangement (the “ElementOne Scheme”) in terms of section 114
of the Companies Act, No. 71 of 2008 (the “Act”). The ElementOne Scheme was implemented on 25
February 2014 and, together with the related restructuring of ElementOne’s shareholding in the
Company, has resulted in a number of changes to the shareholding in the Company.
2. CANCELLATION OF THE COMPANY'S SHARES
As a consequence of the Company’s shareholding in ElementOne prior to the implementation of the
ElementOne Scheme, the Company has received 27,220,572 of its own shares as consideration for its
shares in ElementOne. In terms of section 35(5)(a) of the Act, these shares will be treated as shares
that have been authorised but not issued (the “Cancellation”). Application will be made to the JSE for
the delisting of these shares in the Company.
Share capital of the Company before and after the Cancellation
The table below sets out the authorised and issued share capital of the Company before and after the
Cancellation:
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 Cancellation
422,448,223 ordinary shares of 2,5 cents each 10,561
50,000 6% cumulative participating preference shares of R2 each 100
Issued – after the Cancellation
395,227,651 ordinary shares of 2,5 cents each 9,881
50,000 6% cumulative participating preference shares of R2 each 100
3. DISCLOSURE OF CHANGES IN BENEFICIAL SHAREHOLDING
Pursuant to the implementation of the ElementOne Scheme, the Company has received notification
in accordance with section 122(3)(b) of the Act and paragraph 3.83(b) of the JSE Listings
Requirements, shareholders are hereby advised that the Company has received a formal notification
in the prescribed form that:
- ElementOne has disposed of its entire shareholding in the Company;
- Caxton Limited has disposed of its entire shareholding in the Company;
- BidCo has acquired an interest in the ordinary shares of the Company such that the total
interest in the securities of the Company held by BidCo amounts to 41.91% of the ordinary
shares in the Company (after accounting for the reduction in total issued shares per
paragraph 2 above).
Craighall Park
26 February 2014
Transaction sponsor to the Company
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial Advisor to BidCo
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor
ARCAY MOELA SPONSORS
Date: 26/02/2014 04:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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