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Declaration of Odd-Lot and specific repurchase offer, amendment to MOI, Distribution of circular and notice of GM
VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
(“Vunani” or “the Company”)
DECLARATION ANNOUNCEMENT RELATING TO AN ODD-LOT AND SPECIFIC REPURCHASE OFFER, AMENDMENT
TO VUNANI’S MOI, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION AND RATIONALE
1.1 The Offers
The shareholding base within Vunani is currently comprised of a large number of
shareholders (“Shareholders”) who hold lots of between 1 and 99 shares (“Odd-lot
Holders”) and between 100 and 1 000 shares (“Specific Holders”).
The board of Vunani wishes to make the odd-lot offer (“Odd-lot Offer”) and specific
repurchase offer (“Specific Offer”) (collectively “the Offers”) to Odd-lot Holders and
Specific Holders respectively, in order to reduce the ongoing administration costs
associated with having a large number of Shareholders who collectively hold a small
percentage of shares.
1.2 Amendment to Vunani’s MOI
The memorandum of incorporation (“MOI”) of Vunani currently does not provide the Company
with the authority to make and implement the Odd-lot Offer as described below – most
notably the ability to automatically regard those Odd-lot Holders who have not made
an election as having accepted the Odd-lot Offer.
The circular to be distributed to Shareholders contains a resolution to propose
the amendment of Vunani’s MOI which, if approved by Shareholders, would allow
Vunani to execute the Odd-lot Offer as described in this announcement.
2. SALIENT DETAILS OF THE OFFERS
2.1 Odd-lot Offer
The Odd-lot Offer shall be made to Odd-lot Holders allowing Odd-lot Holders to either
- sell their shareholdings to Vunani at the offer price per share (“Offer Price”); or
- retain their shareholdings.
If Odd-lot Holders wish to retain their shareholding, they have to make this election.
Those Odd-lot Holders who do not make an election will automatically be regarded as having
chosen and accepted the Odd-lot Offer.
2.2 Specific Offer
The Specific Offer shall be made to Specific Holders allowing Specific Holders to sell
their shareholdings to Vunani at the Offer Price per share.
Specific Holders who do not make an election will retain their shareholding in Vunani.
2.3 Offer Price
The Offer Price shall be R2.75 which represents a premium of 31% above the 30 day volume
weighted average price, as at the last practicable date being Thursday, 13 September 2018
of R2.10.
3. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
3.1 Circular
Vunani shareholders are advised that a circular (“Circular”), containing information
relating to the Offers, will be distributed today, Friday, 21 September 2018.
The Circular will also be available on the Company’s website at www.vunanilimited.co.za
/investor-relations/ sens-announcements.html from today.
3.2 Notice of general meeting
Notice is hereby given of a general meeting of Shareholders to be held at Vunani House,
Vunani Office Park, 151 Katherine Street, Sandown, Sandton at 11:00 on Tuesday, 23 October
2018, for the purpose of considering and, if deemed fit, passing with or without
modification, the special and ordinary resolutions relating to the amendment to Vunani’s
MOI and the Offers.
4. IMPORTANT DATES AND TIMES
The important dates and times relating to the Offers are set out in the timetable below:
2018
Record date to determine which Shareholders are entitled to
receive the Circular Friday, 14 September
Publication of declaration announcement released on SENS on or
before Friday, 21 September
Circular and Notice of General Meeting to be posted to
Shareholders on Friday, 21 September
Last day to trade in order to be eligible to attend and vote at
the General Meeting Tuesday, 09 October
Record date to determine which Shareholders are entitled to
attend and vote at the General Meeting Friday, 12 October
Date by which Forms of Proxy for the General Meeting are
requested to be lodged, by 11:00 Friday, 19 October
General Meeting to be held at 11:00 on Tuesday, 23 October
Results of the General Meeting announced on SENS on Tuesday, 23 October
Resolution amending the MOI submitted to CIPC Tuesday, 23 October
Offers open at 09:00 Wednesday, 31 October
Finalisation announcement released on SENS on or before Thursday, 08 November
Last day to trade in order to participate in the Offers Tuesday, 20 November
Shares trade “ex” the Offers on Wednesday, 21 November
Forms of Election and Surrender for the Offers to be received by
Computershare by 12:00 on Friday, 23 November
Offers close at 12:00 on Friday, 23 November
Record date for the Offers (to determine which Shareholders are
entitled to participate in the Odd-lot Offer and the Specific
Offer) at close of business on Friday, 23 November
Implementation of the odd-lot offer takes effect after close of
business on Friday, 23 November
Payment date in respect of Certificated Shareholders who
accepted either of the Offers Monday, 26 November
Accounts at CSDP or Broker updated in respect of Dematerialised
Shareholders Monday, 26 November
Results of the Offers released on SENS on Monday, 26 November
Friday, 30 November
Cancellation and termination of listing of Vunani Shares
repurchased in terms of the Offers expected on or about
Notes:
1. The above dates and times (South African) are subject to change. Any changes will
be released on SENS.
2. Odd-lot Holders and Specific Holders may not dematerialise or rematerialise their
Shares between Wednesday, 21 November, 2018 and Friday, 23 November, 2018, both
dates inclusive.
3. Dematerialised Holders are required to notify their duly appointed CSDP or Broker
of their response to the Odd-lot Offer in the manner and time stipulated in the
agreement governing the relationship between the Odd-lot Holder and his/her CSDP or
Broker.
4. Certificated Odd-lot Holders and Specific Holders will have payments for the
proceeds of the sale of their Odd-lot or Specific Shares processed in the manner
set out in the Circular, on Monday, 26 November 2018, or within 5 (five) business
days after they have submitted their Share certificates to the Transfer
Secretaries, whichever is the later. Payment will only be made once the Transfer
Secretaries have received the relevant Share certificates.
5. Any Form of Proxy not delivered to the Transfer Secretaries by 11:00 on Friday, 19
October 2018 may be handed to the chairman of the General Meeting at any time before
the appointed proxy exercises any shareholder rights at the General Meeting
5. DIVIDENDS TAX AND SECURITIES TRANSFER TAX
5.1 Shareholders who have elected or are deemed to have elected the Odd-lot Offer
or have elected to participate in the Specific Offer and:
5.1.1 are exempt from dividends tax will receive a gross Offer Price of
R2.75000;
or
5.1.2 are not exempt from dividends tax will receive a net Offer Price of
R2.20000 after accounting for and withholding dividends tax equivalent to
20% of the gross Offer Price.
5.2 Securities transfer tax, if any, will be withheld and paid by the transfer
secretary.
Sandton
21 September 2018
Corporate Adviser
Vunani Corporate Finance
Designated Adviser
Grindrod Bank Limited
Date: 21/09/2018 09:00:00 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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