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Circular to shareholders regarding Proposed Rights Offer, notice of GM and update regarding the financial results
JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/003293/06)
Share Code: JSC ISIN: ZAE000003794
("Jasco" or “the Company”)
Circular to shareholders regarding the Proposed Rights Offer,
notice of general meeting and update regarding the financial
results for the year ended 30 June 2021.
1. Introduction
Shareholders are advised that Jasco will be approaching them as
part of a capital raise exercise in the form of a rights offer
(“Proposed Rights Offer”).
The Proposed Rights Offer is planned to stabilise the group’s
balance sheet, to proactively reduce the gearing levels in the
short- to medium-term and to pursue organic growth
opportunities and potential niche investment opportunities that
may align with the Group’s strategy to ensure the continued
turnaround of the group.
The group intends raising a minimum of R50 million in gross
proceeds through the Proposed Rights Offer. The Proposed Rights
Offer is expected to be partially underwritten by one of the
Company’s existing shareholders, Community Investment Holdings
Proprietary Limited (“CIH”).
2. Distribution of the TRP Waiver Circular
A circular providing shareholders with relevant information
regarding the Proposed Rights Offer and the Waiver of Mandatory
offer (“TRP Waiver Circular”) was distributed to shareholders
on Thursday, 7 October 2021, and includes:
• the authorisation to issue additional shares for the purpose
of implementing the Proposed Rights Offer, considering that
the voting power of such shares, upon issue, may be equal to
or exceed 30% of the voting power of the shares currently in
issue and to issue shares under the Proposed Rights Offer to
shareholders, contemplated in sections 41(1) and 41(3) of the
Companies Act;
• the approval of the Waiver of any Mandatory Offer; and
• the placing of the unissued shares under the control of the
directors and the granting of authority to the directors to
issue additional shares for the purpose of implementing the
Proposed Rights Offer.
3. Notice of general meeting
Included in the TRP Waiver Circular to shareholders is a notice
of general meeting (“General Meeting”) of shareholders, to be
held entirely via a remote interactive electronic platform, on
Friday, 5 November 2021 at 14h00, to transact the business, as
stated in the notice of the General Meeting.
4. Electronic participation
Shareholders are advised that the General Meeting will be held
in electronic format, in terms of the provisions of the
Companies Act, 2008 and the Memorandum of Incorporation of the
Company. The Board deemed it prudent to host an electronic
meeting to ensure the ongoing health and safety of
shareholders, employees and service providers given the ongoing
risk posed by COVID-19.
Shareholders are encouraged to connect to the General Meeting
by utilising the virtual meeting facility. Shareholders should
contact the Company Secretary at company.secretary@jasco.co.za
or telephonically on +27 11 266 1678 with their contact details
by no later than 17:00 on Wednesday, 3 November 2021 to obtain
the link to the General Meeting.
In-person registration of meeting participants will not be
carried out at the registered office of the Company.
Participants should note that access to the electronic
communication may be at the expense of the participants who
wish to utilise the facility.
5. Salient dates
Issuer name Jasco Electronics Holdings Limited
Type of instrument Ordinary Shares
ISIN number ZAE000003794
JSE code JSC
Meeting type General Meeting
Remote interactive electronic
Meeting venue platform Zoom
Record date to determine
which shareholders are
eligible to receive the
circular Friday, 1 October 2021
Posting of the circular,
including notice of General
Meeting to shareholders and
announcement on SENS Thursday, 7 October 2021
Last day to trade in Jasco
shares to be recorded in the
register to vote at the
General Meeting Tuesday, 26 October 2021
Voting record date to vote
at the General Meeting Friday, 29 October 2021
Last day to lodge forms of
proxy in respect of the
General Meeting 14:00 on Wednesday, 3 November 2021
General Meeting to be
convened 14:00 on Friday, 5 November 2021
Publication of results of
General Meeting on SENS Friday, 5 November 2021
Website link www.jasco.co.za
Notes:
• The above dates and times may be subject to amendment. Any
such amendment will be released on SENS and published in the
South African press.
• All times are South African times.
• 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 a trade. Therefore, shareholders who acquire shares
after close of trade on Tuesday, 26 October 2021 will not be
eligible to electronically participate in and vote at the
General Meeting.
• Any form of proxy not delivered by 14:00 on Wednesday, 3
November 2021 may be emailed to the transfer secretaries
(who will provide these to the chairman of the General
Meeting) immediately before the appointed proxy exercises
any of the shareholder rights at the General Meeting.
• If the General Meeting is adjourned or postponed, forms of
proxies submitted for the initial General Meeting will
remain valid.
More detailed information of the Proposed Rights Offer will be
outlined in a rights offer circular to be posted to
shareholders during November 2021.
6. Release of the audited annual financial results for the
year ended 30 June 2021
Shareholders are advised that the Company is in the process of
negotiating a restructuring of its existing debt facilities,
which will potentially introduce a new commercial banking
partner and possibly extend the repayment terms of the current
debt facility with the Bank of China.
Due to unforeseen circumstances, this process is taking longer
than expected. As a result, the Company was not in a position
to release its audited financial results for the year ended 30
June 2021 by 30 September 2021. The Company expects to release
its audited financial results before 31 October 2021.
Midrand
7 October 2021
Sponsor
Grindrod Bank Limited
Date: 07-10-2021 03:13:00
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