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Finalisation Announcement relating to an Odd-Lot and Specific Repurchase Offer
TRADEHOLD LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1970/009054/06
Share Code: TDH
ISIN Code: ZAE000152658
(“Tradehold” or “the Company”)
FINALISATION ANNOUNCEMENT RELATING TO AN ODD-LOT AND SPECIFIC REPURCHASE OFFER
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 22 January 2019 which
contained detail regarding the odd-lot offer (“Odd-lot Offer”) and specific repurchase
offer (“Specific Offer”) (collectively “the Offers”).
2.SALIENT DETAILS OF THE OFFERS
2.1 Odd-lot Offer
The Odd-lot Offer shall be made to Odd-lot Holders (Tradehold ordinary shareholders
(“Shareholders”) holding less than a 100 shares) allowing Odd-lot Holders to either:
- sell their shareholdings to Tradehold at the Offer Price per share; 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 (Shareholders holding 100 shares
or more but equal to or less than 3 000 shares) allowing Specific Holders to sell
their shareholdings to Tradehold at the Offer Price per share.
Specific Holders who do not make an election will retain their shareholding in
Tradehold.
2.3 Offer Price
The Offer Price is the volume weighted average traded price of Tradehold’s ordinary
shares on the JSE Limited for the ten trading days up to two trading days prior to
the General Meeting scheduled to be held at 3rd Floor, Pepkor Building, 36 Stellenberg
Road, Parow Industria, Cape Town, South Africa at 10:30 on Tuesday, 19 February 2019,
plus a 5% premium.
The Offer price has been determined and is:
R10.79 (10-day VWAP up to 15 February 2019) + 5% premium = R11.33
4.TRANSACTION COSTS
4.1 Save as set out in paragraph 5.4 below, Odd-lot Holders and Specific Holders
will not have to bear any transaction costs.
4.2 The transfer costs of Odd-lot Holders and Specific Holders who sell their
holdings to Tradehold will be borne by Tradehold.
4.3 Tradehold, by proposing the Offers, is therefore making it possible for the Odd-
lot Holders and Specific Holders who wish to dispose of their shareholding to do
so in a cost-effective manner.
4.4 The Cash Consideration payable to Odd-lot Holders and Specific Holders will be
paid out of capital and will constitute a “foreign dividend” as defined in
section 1 of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”).
4.5 In the case of South African resident Odd-lot Holders and Specific Holders:
In terms of the Income Tax Act, the Cash Consideration will, unless it qualifies
for an exemption, be subject to dividends tax. Shareholders that are liable for
dividends tax will be subject to dividends tax at a rate of 20% of the Cash
Consideration and this amount will be withheld from the Cash Consideration.
Gross offer price = R11.33
Net offer price (for shareholders that are liable for dividend tax) = R9.06
(R11.33 - 20% dividend tax)
4.6 In the case of foreign Odd-lot Holders and Specific Holders:
Odd-lot Holders and Specific Holders who are not residents of South Africa for
tax purposes are exempt from dividends tax in respect of any Cash Consideration.
4.7 Odd-lot Holders and Specific Holders should take advice on the income tax or
capital gains tax consequences of the acceptance of the Odd-lot Offer and the
Specific Offer. Any other queries regarding the Offers can be directed to the
company secretary of Tradehold at email address cosec@mettle.net.
4.8 In the event that any Odd-lot Holder or Specific Holder does not qualify for an
exemption from the dividends tax, Tradehold will withhold the relevant portion
from the Cash Consideration in relation to a particular Shareholder in order to
make payment of such liability for dividends tax.
5.IMPORTANT DATES AND TIMES
The important dates and times relating to the Offers are set out in the timetable
below:
2019
Record date to determine which Shareholders were entitled to
receive the Circular Friday, 11 January
Publication of declaration announcement released on SENS on Tuesday, 22 January
Circular and Notice of General Meeting posted to
Shareholders on Tuesday, 22 January
Publication of declaration announcement released in the
press on Wednesday, 23 January
Last day to trade in order to be eligible to attend and vote
at the General Meeting Tuesday, 5 February
Record date to determine which Shareholders are entitled to
attend and vote at the General Meeting Friday, 8 February
For administrative purposes, the date by which Forms of Proxy
for the General Meeting are requested
to be lodged, by 10:30 Friday, 15 February
Announcement including the Offer Price released on SENS Monday, 18 February
Forms of Proxy may be handed to the chairman of the
General Meeting at any time before the proxy exercises
any rights at the General Meeting on Tuesday, 19 February
General Meeting to be held at 10:30 on Tuesday, 19 February
Finalisation announcement including results of the General
Meeting announced on SENS on Wednesday, 20 February
Offers open at 09:00 Monday, 25 February
Last day to trade in order to participate in the Offers Tuesday, 12 March
Shares trade “ex” the Offers on Wednesday, 13 March
Forms of Election and Surrender (blue and/or pink) for the Offers
to be received by Computershare by 12:00 on Friday, 15 March
Offers close at 12:00 on Friday, 15 March
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, 15 March
Implementation of the Offers takes effect at commencement of business
on Monday, 18 March
Dematerialised Odd-lot Holders and Dematerialised Specific Holders who
have accepted the Offers or are deemed to have accepted the Odd-lot
Offer will have their accounts held at their CSDP or broker credited
with the Offer Price on Monday, 18 March
Payments of the Offer Price to Certificated Odd-lot Holders and
Certificated Specific Holders who have accepted the Offers on Monday, 18 March
Results of the Offers released on SENS on Monday, 18 March
Results of the Offers published in the press on Tuesday, 19 March
Cancellation and termination of listing of Tradehold shares
repurchased in terms of the Offers expected on or about Friday, 22 March
Notes:
1. The above dates and times are subject to change. Any changes will be published on SENS.
2. All times quoted in this Circular are local times in South Africa.
3. Dematerialised Odd-lot Holders and Specific Holders are requested to notify their duly
appointed CSDP or broker of their election by the cut-off time stipulated by their CSDP or
broker. This will be an earlier date than the closing of the Offers.
4. In the case of Certificated Odd-lot Holders and Certificated Specific Holders who choose the
cash Offer Price (“Cash Consideration”), payment will be made either by:
4.1 electronic funds transfer into the bank accounts of the Odd-lot Holders and Specific
Holders on or about Monday, 18 March 2019, if such holders’ banking details have been
provided in the relevant Form of Election and Surrender; or
4.2 by cheque, which will be posted at the risk of the Odd-lot Holders and Specific Holders
on or about Monday, 18 March 2019, if such holders’ banking details have not been
provided in the relevant Form of Election and Surrender.
5. Those Odd-lot Holders who do not make an election will automatically be regarded as having
chosen and accepted the Cash Consideration.
6. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting unless the contrary is stated on such Forms of Proxy.
7. Shareholders may not dematerialise or rematerialise their shares between Wednesday, 13 March
2019 and Friday, 15 March 2019, both days inclusive.
Cape Town
18 February 2019
Transaction Advisor and Sponsor
Mettle Corporate Finance Proprietary Limited
Independent Sponsor
Exchange Sponsors (2008) Proprietary Limited
Date: 18/02/2019 10:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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