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ECSPONENT LIMITED - Finalisation announcement relating to an Odd-lot Offer and Specific Repurchase

Release Date: 05/08/2016 17:49
Code(s): ECS     PDF:  
Wrap Text
Finalisation announcement relating to an Odd-lot Offer and Specific Repurchase

ECSPONENT LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
("the Company" or "Ecsponent")


FINALISATION ANNOUNCEMENT AND SALIENT DATES RELATING TO AN ODD-LOT
OFFER AND SPECIFIC REPURCHASE


Shareholders are referred to:
-    the circular dated 31 March 2016, the announcement of the results of the general
     meeting held on 3 May 2016, released on SENS on the same day, at which shareholders
     approved, inter alia:
     -  an odd-lot offer to repurchase the ordinary shares of shareholders holding equal to or
        less than 532 ordinary shares at 20.55 cents per share (“the Odd-Lot Offer”); and
     -  a specific offer to repurchase the ordinary shares of shareholders holding more than
        532 ordinary shares and equal to or less than 10 000 ordinary shares, at 20.55 cents
        per share (“the Specific Repurchase”) (collectively “the Offers”); and
-    the announcement dated 26 May 2016 relating to the postponement of the Odd-Lot Offer
     and Specific Repurchase.

Shareholders are advised that the required special resolution to amend the Company’s
Memorandum of Incorporation to provide for the expropriation of shares from Odd-Lot
shareholders who do not make an election to either retain or sell their shares pursuant to the
Odd-Lot Offer, has now been accepted and filed by CIPC. Accordingly, the Offers are
unconditional and the salient dates and times in respect of the implementation of the Odd-Lot
offer and Specific Repurchase are as follows:

                                                                      2016
Last day to trade in order to participate in the Offers               Tuesday, 16 August
Offers record date. Offers close at 12:00 on                           Friday, 19 August
Results of the Offers released on SENS on                              Monday, 22 August
Payment date – accounts at CSDP or broker updated                      Monday, 22 August
Cancellation and termination of listing of shares repurchased in       Monday, 22 August
terms of the Offers
Results of the Offers published in the press on                       Tuesday, 23 August



Notes:

1.     Certificated shareholders who complete the relevant Form of Election and Surrender
       incorporated in the Circular in respect of the Odd-Lot Offer and/or the Specific
       Repurchase and who choose to dispose of their shares for a cash consideration, will be
       paid either by:
       -   electronic funds transfer into the bank accounts of such shareholders on or about
           Monday, 22 August 2016 if such shareholders’ banking details have been provided
           in the relevant Form of Election and Surrender; or
       -   by cheque which will be posted at the risk of the shareholder on or about Monday,
           22 August 2016 if such shareholders’ banking details have not been provided in the
           relevant Form of Election and Surrender.
2.     Dematerialised Odd-Lot shareholders are requested to notify their duly appointed CSDP
       or broker of their election by the cut-off time stipulated in terms of their contract with
       their CSDP or broker. This will be a date earlier than the closing date of the Offers.
3.     In respect of the Odd-Lot Offer, shareholdings may not be dematerialised or
       rematerialised between Tuesday, 16 August 2016 and Friday, 19 August 2016, both
       days inclusive.

Tax implications of the Offers:

The offer price of 20.55 cents per share will be paid entirely out of stated capital (i.e.
contributed tax capital) and no part of the offer price will be paid out of reserves. No part of
the offer price will constitute a dividend in accordance with the definition of “dividend”
contained in section 1 of the Income Tax Act No 58 of 1962 (as amended). Acceptance of the
Offers may constitute a “disposal” for the purposes of Capital Gains Tax. Shareholders are
advised to obtain independent tax advice in relation to the implications of the office price.

Odd-Lot shareholders will not bear any transaction costs (i.e. STT and minimum brokerage
fees), all of which will be borne by the Company.

Exchange Control Regulations pertaining to the Offers:

The Offers are not being made in any jurisdiction where it may be illegal to make such offers.
Shareholders who believe they may fall into this category should consult their professional
advisers to determine whether any governmental or other consent is required or other
formalities needed to allow them to accept the Offers.

Any proceeds arising from the Offers in respect of non-residents and/or emigrants must be
dealt with in terms of the Exchange Control Regulations of South Africa issued under the
Currency and Exchanges Act No. 9 of 1933, as amended.


Pretoria
5 August 2016

Sponsor
Questco (Pty) Ltd

Date: 05/08/2016 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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