Wrap Text
Posting of circular and Notice of General Meeting
Tradehold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/009054/06)
JSE code: TDH
ISIN: ZAE000152658
(“Tradehold” or the “Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1 POSTING OF CIRCULAR
Further to the announcement released by the Company on SENS on 3 October 2016,
shareholders are advised that Tradehold has, earlier today, Wednesday, 23
November 2016, posted a Circular to Tradehold shareholders. Defined terms used
but not defined in this announcement have the meaning set out in the Circular.
The Circular relates to (collectively the “Transactions”):
- the Specific Repurchase by Tradehold of 7 433 346 Tradehold ordinary shares
held by Imbali 21;
- the Specific Issue of 7 414 761 Tradehold ordinary shares to the Imbali 21
Subscribers;
- the Acquisition by Tradehold of the Portfolio;
- the conversion of all N Preference Shares with a par value of 1 cent each
into N Preference Shares of no par value, a condition of the Companies Act
to facilitate an increase in the number of authorised N Preference Shares;
- an increase in the authorised N Preference Share capital of Tradehold to
131 750 000 N Preference Shares to provide Tradehold with the ability to
issue further N Preference Shares;
- the conversion of all Tradehold Ordinary Shares with a par value of 1 cent
each into Tradehold Ordinary Shares of no par value, a condition of the
Companies Act to facilitate an increase in the number of authorised
Tradehold Ordinary Shares;
- an increase in the authorised Tradehold Ordinary Share capital to 310 000
000 Tradehold Ordinary Shares to provide Tradehold with the ability to
raise additional capital through the issue of further Tradehold Ordinary
Shares; and
- the amendment of Tradehold’s Memorandum of Incorporation (1) relating to
approval of resolutions in terms of section 60(1) of the Companies Act, (2)
dealing with fractions of shares, and (3) to enable the conversion of N
Preference Shares and Tradehold Ordinary Shares into no par value shares
and the increase of the authorised N Preference Shares and Tradehold
Ordinary Shares, as proposed in this Circular, to be implemented.
The Circular is also available in electronic format on Tradehold’s website at
www.tradehold.co.za from today, Wednesday, 23 November 2016.
2 NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of Tradehold shareholders will be
held at 10:00 on Thursday, 22 December 2016, or any other adjourned or postponed
date and time, at the registered office of Tradehold at 3rd Floor, Pepkor Building,
36 Stellenberg Road, Parow Industria, Cape Town for the purpose of considering
and, if deemed fit, passing, with or without modification, the resolutions
required to approve, inter alia, the Transactions.
3 INDEPENDENT EXPERT
The board of directors of Tradehold (“Board”) has appointed Questco Proprietary
Limited, an independent expert, to provide an opinion regarding the Acquisition
(including the Specific Issue and Specific Repurchase), and to make appropriate
recommendations to the Board in the form of a fairness opinion in respect of the
Acquisition. The independent expert has concluded that the terms of the Acquisition
are fair to Tradehold shareholders. The fairness opinion is included in the Circular.
4 SALIENT DATES AND TIMES
Set out below are the salient dates and times in respect of the General Meeting:
2016
Circular posted to Tradehold Shareholders on Wednesday, 23 November
Announcement of posting of Circular and notice of
General Meeting on SENS on Wednesday, 23 November
Announcement of posting of circular and notice of
General Meeting in the Press on Thursday, 24 November
Last day to trade in order to attend and vote at the
General Meeting on Monday, 12 December
Record date in order to be eligible to attend and
vote at the General Meeting on Thursday, 15 December
Receipt of forms of proxy in respect of the General
Meeting of Tradehold shareholders by 10:00 on Tuesday, 20 December
The General Meeting to be held at 10:00 on Thursday, 22 December
Results of the General Meeting released on SENS on Thursday, 22 December
Notes:
1. All dates and times in the Circular are local dates and times in South Africa.
The above dates and times are subject to change. Any changes will be released on
SENS and, if required, published in the press.
2. Tradehold shareholders are referred to the Circular for information on the
action required to be taken by them.
3. The date stipulated above for the receipt of forms of proxy notwithstanding,
Clause 23.7 of the Company’s Memorandum of Incorporation grants the Board or the
chairman of the General Meeting the right to allow the form of proxy to be
effective for purposes of voting at the General Meeting if the form of proxy is
validly executed and received after the said date but before the commencement of
the General Meeting.
Cape Town
23 November 2016
Corporate advisor
Mettle Corporate Finance Proprietary Limited
Legal advisor
Cliffe Dekker Hofmeyr Inc.
JSE sponsor
Bravura Capital Proprietary Limited
Date: 23/11/2016 04:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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