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RBA HOLDINGS LIMITED - Circular, notice of general meeting and declaration announcement regarding the proposed share consolidation

Release Date: 22/12/2014 08:56
Code(s): RBA     PDF:  
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Circular, notice of general meeting and declaration announcement regarding the proposed share consolidation

RBA Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
JSE Share Code: RBA ISIN: ZAE000104154
(“RBA” or “the company”)


Circular, notice of general meeting and declaration announcement regarding the
proposed share consolidation
Shareholders were advised on 17 December 2014 that a circular, incorporating a notice of a
general meeting to be held at 11h00 on Monday, 19 January 2015 in RBA’s Boardroom,
11th floor, Nedbank Building, 96 Jorissen Street (cnr Biccard), Braamfontein has been
mailed to shareholders. A copy of the circular is available on the company’s website,
www.rbaholdings.co.za.


Notice of meeting

The notice of meeting contains proposed resolutions relating to inter alia the following
matters:
   - an increase in the company’s authorised share capital to 2 000 000 000 ordinary
       shares of no par value;
   - a specific issue of 550 000 000 ordinary shares in RBA to HIFSA or its nominee at 10
       cents per share, for an aggregate amount of R55 million resulting in an affected
       transaction as defined in the Companies Act, triggering a mandatory offer to all other
       shareholders;
   - a waiver of the mandatory offer by shareholders;
   - an amendment to the company’s Memorandum of Incorporation to allow for written
       resolutions to be passed in terms of Section 60 of the Companies Act, 2008;
   - the consolidation of the company’s shares on a 1 for 10 basis;
   - an amendment to the company’s Memorandum of Incorporation recording the
       increased consolidated authorised share capital as 200 000 000 ordinary shares of
       no par value;
   - an increase in the number of shares allocated to the RBA share incentive scheme;
       and
   - an increase in the maximum number of shares that can be issued to an employee in
       terms of the share incentive scheme.


Salient dates and times

 Last day to trade in order to be eligible to vote at the general                       Friday, 2 January
 meeting                                                                                2015


 Record date to vote at the general meeting                                             Friday, 9 January
                                                                                        2015
 Last day to lodge forms of proxy for the general meeting by 11:00                      Friday, 16 January
 on                                                                                     2015 by the transfer
                                                                                        secretaries, or they
                                                                                        may be handed to
                                                                                        the chairman of the
                                                                                        meeting at any time
                                                                                        prior to the
                                                                                        commencement of
                                                                                        voting on the
                                                                                        resolutions tabled at
                                                                                        the meeting as
                                                                                        contemplated by the
                                                                                        Companies Act
 General meeting of shareholders to be held at 11:00 on                                 Monday, 19 January
                                                                                        2015
 Announcement regarding the results of the general meeting on                           Monday, 19 January
 SENS on                                                                                2015
 Announcement regarding granting of exemption from obligation to                        Wednesday, 21
 make mandatory offer by TRP                                                            January 2015
 Expected finalisation announcement released on SENS                                    Friday, 6 March
                                                                                        2015


 Expected last day to trade in the pre-consolidated shares                              Friday, 13 March
                                                                                        2015
 Expected listing date of consolidated shares on JSE under the new                      Monday, 16 March
 ISIN ZAE000199642                                                                      2015
 Expected record date for the consolidation of shares                                   Friday, 20 March
 (“Consolidation Record Date”)                                                          2015
 Expected date dematerialised shareholders will have their accounts                     Monday, 23 March
 updated at their CSDP or broker on                                                     2015
 Expected date of issue of new replacement share certificates
 provided that the old share certificates have been surrendered by
 12:00 on the Consolidation Record Date (any certificated shares
 surrendered after this date will be replaced within five business                      Monday, 23 March
 days after receipt by the transfer secretaries)                                        2015

 Note:
 The above dates and times are subject to amendment. In particular, the registration of the special resolution in
 respect of the consolidation of shares is expected to take approximately 5 weeks, but the exact date is
 uncertain. Details of such amendment will be released on SENS and published in the press.



Designated & Corporate Adviser

Exchange Sponsors

22 December 2014
Johannesburg

Date: 22/12/2014 08:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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