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Proposed Provision of Financial Assistance to Family Trusts of Directors
Caxton and CTP Publishers
and Printers of Limited
(Incorporated in the Republic South Africa)
(Registration number 1947/026616/06)
Share code: CAT ISIN: ZAE000043345
Preference share code: CATP ISIN: ZAE000043352
("Caxton" or "the company")
PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO
FAMILY TRUSTS OF DIRECTORS
1. INTRODUCTION
Shareholders are advised that Caxton has entered into loan and subscription agreements in terms of which it will
provide financial assistance to family trusts of two executive directors of the company in order for them to subscribe for
ordinary shares in the company ("the agreements"). Full details of the agreements and the terms and conditions to which
implementation of the proposed loans and subscriptions are subject are set out in this announcement.
2. THE AGREEMENTS
In terms of the agreements, the company will advance R57 million to each of the family trusts of Messrs TJW Holden and
PG Greyling, respectively the Managing Director and Deputy Managing Director of the company ("the trusts"). The loans
(together with own funds provided by each of the directors) will be utilised to subscribe for 4 000 000 ordinary shares
each in the company at an issue price of R15,00 per share. The issue price was determined by reference to the market
price of the shares (R14,79 per share) on 10 November 2014, the date on which the proposed transactions were agreed
between the company and the directors. As at 8/9 June 2015, the dates on which the agreements between the parties
were finalised, the market price per share was R18,35.
The loans will be interest free and repayments of R14,25 per share will be made as and when any shares are sold by the
trusts. In addition, the trusts are able to make ad hoc payments at their discretion in reduction of the capital outstanding
from time to time.
The entire capital or the balance outstanding, as the case may be, shall become due and payable 25 years from the date
on which it is advanced, or 10 years from the date upon which the employment by the company of Greyling or Holden
respectively terminates for any reason whatsoever, whichever is the earlier.
3. FINANCIAL ASSISTANCE
At the Annual General Meeting of the company held on 10 December 2014 ("the AGM"), shareholders granted the
directors an authority in terms of section 44 of the Companies Act, 2008 ("the Act") to provide financial assistance for the
subscription of shares by entities related or inter-related to the company. The grant of the authority specifically excluded
the provision of such financial assistance to directors, and shareholder approval in a general meeting for this purpose is
therefore required. Approval will be by way of a special resolution in terms of the Act, requiring a quorum at the meeting of
25% of the issued share capital of the company, with a 75% vote in favour of the resolution being achieved.
4. RELATED PARTY TRANSACTION
The transaction is classified as a small related party transaction in terms of the Listings Requirements of the Johannesburg
Stock Exchange ("the JSE"), which does not require shareholder approval. The transaction however requires the issue
of an opinion by an independent professional expert approved by the JSE to the effect that the terms of the transaction
are fair as far as the shareholders of the company are concerned. A copy thereof will be included in the circular to
shareholders referred to below.
5. SPECIFIC ISSUE OF SHARES FOR CASH
At the AGM shareholders granted the directors a general authority in terms of the Listings Requirements to issue shares
in the company for cash. The authority is however limited to issues to public shareholders as defined in the Listings
Requirements and as such precludes an issue to directors as contemplated and shareholder approval in a general
meeting for this purpose is therefore required. Approval will be by way of a special resolution in terms of the Act, requiring
a quorum at the meeting of 25% of the issued share capital of the company, with a 75% vote in favour of the resolution
being achieved. A similar percentage vote in favour of the resolution is required in terms of the Listings Requirements.
6. FINANCIAL EFFECTS OF THE CORPORATE ACTION
The table below sets out the financial effects of the Corporate Action on Caxton’s earnings per share, headline earnings
per share, net asset value per share and tangible net asset value per share on the most recently published unaudited
consolidated interim financial results of the company for the six months ended 31 December 2014. The financial effects are
the responsibility of the directors of the company, are prepared for illustrative purposes only and, because of their nature,
may not fairly present the financial position of the company, changes in its equity or the results of its operations or cash
flows after the disposal. The proceeds of the Specific Issue will be added to the current financial resources of the company.
Unaudited
six months to After the
31 December Corporate Change
2014 Adjustments Notes Action %
EPS (cents) 0,74 (0,02) 1 0,73 (2,1)
Diluted EPS (cents) 0,74 (0,02) 1 0,73 (2,1)
HEPS (cents) 0,65 (0,01) 1 0,64 (2,0)
Diluted HEPS (cents) 0,65 (0,01) 1 0,64 (2,0)
NAV per share (cents) 12,89 0,04 2 12,93 0,3
TNAV per share (cents) 12,89 0,04 2 12,93 0,3
Weighted average number of ordinary 391 827,7 8 000 3 399 827,7 2,0
shares in issue (’000)
Ordinary shares in issue (’000) 391 827,7 8 000 3 399 827,7 2,0
Notes:
1. Adjusted for estimated net interest gain of R105 000, estimated transaction costs of R500 000 and the issue of 8 million additional ordinary
shares
2. Adjusted for additional cash of R120 million, estimated transaction costs of R500 000 and the issue of 8 million additional ordinary shares
3. Adjusted for the issue of 8 million additional ordinary shares
7. CIRCULAR TO SHAREHOLDERS
A circular to shareholders convening a general meeting at which the resolutions required to implement the transaction will
be proposed, is being prepared and will, subject to the approval of the JSE, be dispatched to shareholders in due course.
By order of the board
Johannesburg
26 June 2015
Sponsor
Arbor Capital
Auditors
Grant Thornton
Attorneys
Cuzen Randeree
Date: 26/06/2015 04:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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