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Posting of Circular and Notice of General Meeting
CSG HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2006/011359/06
Share code: CSG
ISIN code: ZAE000184438
(“CSG” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released by the Company
on SENS on 22 November 2016 advising shareholders that the Company
has entered into an irrevocable undertaking with AfriGem Investments
Proprietary Limited (“AfriGem”), in terms of which AfriGem has agreed
to subscribe for 41 000 000 CSG shares for cash at an issue price of
R1.18 per share and for a total consideration of R48.3 million
(“Specific Issue”).
Afrigem is a wholly owned subsidiary of African Rainbow Capital, a
black owned and controlled investment company. African Rainbow Capital
is a wholly owned subsidiary of Patrice Motsepe’s Ubuntu-Botho
Investments, the shareholding structure of which includes a broad base
of stakeholders including BEE groups such as church groups, trade
unions and women’s groups.
2. DISTRIBUTION OF CIRCULAR
Shareholders are advised that a circular detailing the Specific Issue
will be distributed to shareholders today, 30 November 2016
(“Circular”). The Circular incorporates a notice convening a general
meeting of shareholders (“General Meeting”) for purposes of
considering and approving the Specific Issue. The Specific Issue
requires the approval by way of an ordinary resolution requiring at
least a 75% majority of the votes cast in favour of such resolution
(“Ordinary Resolution”) by all shareholders present or represented by
proxy at the General Meeting.
Shareholders are advised that the Company has procured irrevocable
undertakings from shareholders holding 76.12% of the issued share
capital of the Company to vote in favour of the Ordinary Resolution,
details of which appear in the Circular.
In addition, the Circular will also be available for viewing on the
Company’s website at www.csgholdings.co.za.
3. SALIENT DATES AND TIMES
The salient dates and times for the General Meeting and the Specific
Issue are as follows:
2016
Record date to determine which Shareholders are
eligible to receive the Circular Friday, 25 November
Announcement providing full details of the Wednesday, 30 November
Specific Issue, giving salient dates and times and
advising of the posting of the Circular and giving
the date and place of the General Meeting released
on SENS on
Circular posted to Shareholders (including the
Notice of General Meeting) on Wednesday, 30 November
2017
Last day to trade in the Shares in order to be
eligible to attend, participate in and vote at the
General Meeting on Tuesday, 3 January
General Meeting Record Date for Shareholders to be
recorded in the Register in order to be eligible
to attend, participate in and vote at the General
Meeting Friday, 6 January
Forms of Proxy (blue) in respect of the General
Meeting to be lodged at the Transfer Secretaries
by 10:00 on Wednesday, 11 January
Forms of Proxy (blue) not lodged with the Transfer Friday, 13 January
Secretaries to be handed to the chairperson of the
General Meeting before 10:00 on
General Meeting to be held at 10:00 on Friday, 13 January
Results of General Meeting released on SENS on Friday, 13 January
Notes
1. Any terms appearing in this announcement in title case that are not
otherwise defined, shall bear the meanings assigned to them in the
Circular.
2. All of the above dates and times are subject to change. Any changes
made will be notified to Shareholders by release on SENS.
3. Shareholders should note that, as transactions in shares are settled
in the electronic settlement system used by Strate, settlement of
trades takes place three business days after such trade. Therefore,
persons who acquire shares after the last day to trade in order to be
eligible to vote at the General Meeting, namely, Friday, 6 January
2017, will not be able to vote thereat.
4. A shareholder may submit the form of proxy (blue) at any time before
the commencement of the General Meeting (or any adjournment of the
General Meeting) or hand it to the chairperson of the General Meeting
before the appointed proxy exercises any of the relevant shareholder’s
rights at the General Meeting (or any adjournment of the General
Meeting), provided that, should a shareholder lodge the Form of Proxy
(blue) with the Transfer Secretaries less than 48 hours before the
General Meeting, a Shareholder will also be required to furnish a copy
of such Form of Proxy (blue) to the chairperson of the General Meeting
before the appointed proxy exercises any of such Shareholder’s rights
at the General Meeting (or any adjournment of the General Meeting).
5. If the General Meeting is adjourned or postponed, forms of proxy
submitted for the initial General Meeting will remain valid in respect
of any such adjournment or postponement.
6. All times given in the Circular are local times in South Africa.
4. GENERAL MEETING
Notice is hereby given that the General Meeting of shareholders will
be held at 10:00, on Friday, 13 January 2017 at CSG’s offices, Equity
Park, Block A, 257 Brooklyn Road, Brooklyn, Pretoria at which General
Meeting CSG shareholders will be requested to consider and, if deemed
fit, to pass the resolutions set out in the notice of General Meeting,
as included in the Circular.
Pretoria
30 November 2016
Transaction Adviser and Transaction Sponsor
PSG Capital Proprietary Limited
Date: 30/11/2016 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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