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Proposed Odd-Lot Offer,re-structuring of share capital,claw back offer and renewal of cautionary announemnt
BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
(“Beige” or “the Company”)
ISIN Code: ZAE000034161 Share code: BEG
PROPOSED ODD-LOT OFFER, RE-STRUCTURING OF SHARE CAPITAL, CLAW-BACK OFFER
AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
The board of directors of Beige has resolved to restructure the share
capital of the Company prior to implementing a claw-back offer to
raise R30 million to recapitalise the Company. The proposed
restructuring includes an odd-lot offer to shareholders holding 5 000
or less ordinary shares (“shares”) (the “odd lot offer”); an offer to
shareholders holding, individually, in aggregate, 5 001 shares or more
up to and including 10 000 shares (the “specific offer”); the
conversion of the authorised and issued ordinary shares to shares of
no par value (“the conversion”); an increase in the authorised
ordinary share capital and a consolidation of the ordinary and
preference share capital on a 10:1 basis (“the consolidation”).
2. THE ODD-LOT OFFER AND THE SPECIFIC OFFER
2.1 Details of the Odd-lot Offer
Holders of 5 000 or less ordinary shares in the share capital of
the Company (“odd lot holders”) will be given the opportunity to
sell their holdings (“odd-lots”) to Zizmax Investments (Pty) Ltd
t/a Dudley Products (“Zizmax”), a wholly-owned subsidiary of
Beige at an odd lot offer price of R0.03 per share. Odd-lot
holders who do not expressly elect to retain their Odd-lots will
be deemed to have elected to sell their odd-lots to Zizmax.
2.2 Details of the Specific Offer
Holders of 5001 shares up to and including 10 000 shares in the
capital of the Company (“specific offer holders”) will be given
the opportunity to sell their holdings (“specific offer shares”)
to Zizmax at a specific offer price of R0.03 per share. Zizmax
will only purchase the shares of those specific offer holders who
have elected to accept the specific offer.
2.3 Rationale for the Odd-lot Offer and Specific Offer
As at 25 April 2014, approximately 32.90% of Beige shareholders,
or 429 out of 1 304 shareholders, collectively held 0.12% or
2 030 516 of the 1 631 821 425 issued ordinary shares in the
Company. The directors have resolved to propose the odd-lot offer
and the specific offer in order to reduce the substantial
administration costs associated with this number of small
shareholders and to enable these odd-lot holders and specific
offer holders to exit their shareholding in the Company in a
cost-effective manner, without incurring transactions costs such
as transfer fees, brokerage fees and securities transfer tax.
3. CONVERSION OF SHARES TO NO PAR VALUE, INCREASE IN AUTHORISED SHARE
CAPITAL AND CONSOLIDATION OF SHARE CAPITAL ON A 10:1 BASIS
3.1 Rationale for the increase in authorised share capital and the
conversion of the ordinary shares to shares of no par value
As noted above, the Company intends proceeding with a claw-back
offer to raise R30 million, which monies will be applied to a re-
financing strategy for the Group. In order to be able to proceed
with the claw-back offer, the Company will need to increase its
authorised share capital to enable the issue and allotment of the
claw-back offer shares. Shareholders will accordingly be
requested to approve an increase in the authorised share capital
from 2 500 000 000 ordinary shares to 3 500 000 000 ordinary
shares.
The Regulations to the Companies Act, 2008 prevent a company from
creating any new par value shares and the Company is thus
required to convert the existing authorised and issued share
capital from shares with a par value of R0.01 to shares of no par
value prior to increasing the authorised share capital.
3.2 Rationale for the consolidation of the share capital on a 10:1
basis
Beige currently has 1 631 821 425 ordinary shares and 25 000 000
preference shares in issue. The board is proposing a 10:1
consolidation of the share capital as it is of the opinion that a
consolidation will result in:
- Beige having a more stable share price; and
- a narrowing of the high percentage bid-offer spread, which,
in turn, will make the share more attractive to potential
investors.
4. THE CLAW-BACK OFFER
As previously advised, Beige will be proceeding with a R30 million
equity capital raising by means of a fully subscribed renounceable
claw-back offer, which monies will be applied to a re-financing
strategy for the Group.
The claw-back offer will only be implemented after the consolidation
of the share capital and is subject to shareholder approval of:
- the conversion of the ordinary share capital to shares of no par
value;
- an increase in the authorised share capital of the Company; and
- a special resolution authorising the Company to issue shares that
will have voting power in excess of 30% of the voting power of all
the ordinary shares held by shareholders prior to the claw-back
offer.
Final details of the proposed claw-back offer, including the
subscription price and ratio and the dates on which the claw-back
offer will open and close will be announced in due course.
5. PROPOSED SALIENT DATES AND TIMES OF THE ODD LOT OFFER AND THE SPECIFIC
OFFER
2014
Circular posted to shareholders on Friday, 6 June
Voting last day to trade in order to be on the
Beige register and eligible to vote at the
general meeting Friday, 27 June
Voting record date to be able to participate in
and vote at the general meeting Friday, 4 July
Forms of proxy for the general meeting of
shareholders to be received by the transfer
secretaries by 09h30 on Monday, 7 July
General meeting of shareholders held at 09h30 on Wednesday, 9 July
Results of general meeting published on SENS on Wednesday, 9 July
Special resolution submitted to CIPC on Thursday, 10 July
Odd lot offer opens at 09h00 Friday, 11 July
Last day to trade in Beige shares in order to be
eligible to participate in the odd lot offer Friday, 18 July
Shares trade “ex” the odd lot offer Monday, 21 July
Forms of election and surrender for the odd lot
offer to be received by the transfer secretaries
by 12h00 on Friday, 25 July
Odd lot offer closes at 12h00 on Friday, 25 July
Record date for the odd lot offer (to determine
the shareholders entitled to participate in the
odd lot offer) at the close of business on Friday, 25 July
Implementation of the odd lot offer takes effect
at commencement of business on Monday, 28 July
Odd lot holders with dematerialised shares have
their accounts held at their CSDP or broker
updated and credited with the cash amount,
unless shareholders have elected to retain their
odd lot holding, on, as the case may be, on Monday, 28 July
Cheques in respect of the sale of odd lot
holdings by odd lot holders with certificated
shares posted, at the risk of such odd lot
holders, on or about Monday, 28 July
Results of odd lot offer released on SENS Monday, 28 July
6. PROPOSED SALIENT DATES AND TIMES OF THE CONVERSION OF SHARES TO SHARES
OF NO PAR VALUE AND THE CONSOLIDATION OF THE SHARE CAPITAL ON A 10:1
BASIS
2014
Circular posted to shareholders on Friday, 6 June
Voting last day to trade in order to be on the
Beige register and eligible to vote at the
general meeting Friday, 27 June
Voting record date to be able to participate in
and vote at the general meeting Friday, 4 July
Forms of proxy for the general meeting of
shareholders to be received by the transfer
secretaries by 09h30 on Monday, 7 July
General meeting of shareholders held at 09h30 on Wednesday, 9 July
Results of general meeting published on SENS on Wednesday, 9 July
Special resolution submitted to CIPC on Thursday, 10 July
Special resolutions registered by CIPC no later
than: Thursday, 31 July
Publication of finalisation announcement on SENS
in respect of the conversion and consolidation: Friday, 1 August
Last day to trade in existing Beige shares on
the JSE prior to the conversion and
consolidation: Friday, 8 August
Trading in converted and consolidated shares
commences under the new ISIN code: ZAE000189528
commences on: Monday, 11 August
Conversion record date and consolidation record
date: Friday, 15 August
Record date for the increase in authorised share
capital at the close of business on: Friday, 15 August
Dematerialised shareholders will have their
accounts at their CSDP or broker updated on: Monday, 18 August
Date of issue of new replacement share
certificates provided that old share
certificates have been lodged by 12h00 on the
Friday, 8 August 2014, on or about: (share
certificates received after this date will be
posted within 5 business days of receipt) Monday, 18 August
PLEASE NOTE THAT THE DATES SET OUT ABOVE RELATING TO THE PROPOSED
CONVERSION AND CONSOLIDATION ARE SUBJECT TO SPECIAL RESOLUTIONS BEING
REGISTERED BY CIPC AND THE JSE BEING PROVIDED WITH A CERTIFIED COPY OF
THE SPECIAL RESOLUTIONS AS REGISTRED BY CIPC. THE TIMETABLE WILL HAVE
TO BE AMENDED SHOULD REGISTRATION OF THE RESOLUTIONS BY CIPC NOT HAVE
BEEN RECEIVED BY THE DATES INDICATED.
7. NEW ISIN
Assuming the consolidation is approved by shareholders, the Company’s
ISIN will be changed to ZAE000189528 with effect from Monday,
11 August 2014, being the expected commencement date for trading in
Beige shares under the Company’s new consolidated share capital.
8. DOCUMENTATION
A circular containing full details of the odd lot offer and the
restructuring of the share capital and incorporating a notice of
general meeting will be posted to shareholders in due course.
9. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue to exercise caution when trading
in the Company’s shares until such time as the price, ratio and pro
forma financial effects of the proposed claw-back offer have been
announced on SENS.
Johannesburg
28 May 2014
Designated Advisor
Arcay Moela Sponsors Proprietary Limited
Date: 28/05/2014 05:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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