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Declaration Announcement in Respect of Claw-back Offer
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
DECLARATION ANNOUNCEMENT IN RESPECT OF CLAW-BACK OFFER
1. INTRODUCTION
Shareholders are referred to the announcements published on SENS on
28 May 2014, 20 June 2014, 2 July 2014, 31 October 2014 and 18 February
2015 through which they were advised that the Beige board has resolved
to raise R60 million by way of a renounceable claw-back offer to Beige
shareholders of 3 000 000 000 ordinary shares at a subscription price
of R0.02 per claw-back share and in the ratio of 183.84365 claw-back
shares for every 100 ordinary Beige shares held.
2. IMPORTANT DATES AND TIMES
The salient dates and times of the claw-back offer are as follows:
2015
Finalisation announcement released on SENS on Thursday, 2 April
Last day to trade in Beige ordinary shares in Friday, 10 April
order to qualify to participate in the claw-back
offer (cum Entitlement) on
Listing of claw-back shares and issue to the Monday, 13 April
subscriber on
Listing of letters of allocation on the JSE Monday, 13 April
under the JSE code BEGN and ISIN no.
ZAE000194965 at the commencement of trading on
Beige shares commence trading ex-claw back Monday, 13 April
entitlements on the JSE at the commencement of
trading on
Claw-back offer circular and Form of Instruction Tuesday, 14 April
posted to certificated shareholders on
Record date for participation in the claw-back Friday, 17 April
offer at the close of trade on
Claw-back offer opens at the commencement of Monday, 20 April
trading on
Dematerialised shareholders’ accounts at their Monday, 20 April
CSDP or broker automatically credited with their
entitlement
Certificated shareholders’ entitlement to be Monday, 20 April
credited to an account held with the transfer
secretaries
Claw-back offer circular posted to Tuesday, 21 April
dematerialised shareholders, where applicable
Last day to trade in letters of allocation on Thursday, 30 April
the JSE on
Trade in claw-back shares commences on Monday, 4 May
Record date for letters of allocation Friday, 8 May
Claw-back offer closes – payment to be made and Friday, 8 May
Form of Instruction in respect of Letters of
Allocation lodged by certificated shareholders
by 12:00 (see note 5) on
Dematerialised shareholders’ accounts updated Monday, 11 May
with claw-back shares to the extent accepted and
debited with the relevant costs by their CSDP or
broker and new Beige share certificates posted
to certificated shareholders (see note 5) on
Results of claw-back offer announcement released Monday, 11 May
on SENS on or about
Accounts of dematerialised shareholders (where Wednesday, 13 May
applicable) will be updated with any excess
shares allocated and debited with the costs
thereof on
Share certificates will be posted to those Wednesday, 13 May
certificated shareholders who have been
allocated excess shares on
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, 13 April 2015 and Friday, 17 April 2015 (both days
inclusive).
4. The CSDP or broker accounts of dematerialised shareholders will be
automatically credited with new Beige shares to the extent to which
they have accepted the claw-back offer. Beige 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. EXCESS APPLICATIONS
Beige shareholders will have the right to apply for any excess claw-
back shares and any such excess shares will be attributed equitably,
taking cognisance of the number of shares and claw-back entitlements
held by the shareholder just prior to such allocation, including those
taken up as a result of the claw-back offer, and the number of excess
claw-back shares applied for by such shareholder.
If you are a certificated shareholder and you wish to apply for excess
claw-back shares you must complete the form of instruction attached to
the claw-back offer circular in accordance with the instructions
contained therein. If you are a dematerialised shareholder and you wish
to apply for excess claw-back shares, you must instruct your CSDP or
broker as to the number of excess claw-back shares for which you wish
to apply.
4. FOREIGN SHAREHOLDERS
4.1 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.
4.2 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.
4.3 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.
4.4 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 Beige 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
regulation in the relevant overseas jurisdictions.
4.5 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 entitlement in respect
of such non-qualifying shareholders shall lapse.
5. CLAW-BACK OFFER CIRCULAR
A circular containing full details of the claw-back offer will be
posted to shareholders on or about 14 April 2015.
Johannesburg
1 April 2015
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 01/04/2015 12:56:00 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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