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Proposed Odd-lot Offer, Distribution of Circular and Notice of General Meeting
PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1988/001085/06)
Share code: PPR ISIN: ZAE000072310
('Putprop' or 'the Company' or 'the Group')
PROPOSED ODD-LOT OFFER, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION AND RATIONALE FOR THE ODD-LOT OFFER
1.1 As at the Last Practicable Date, there are a total of 403 Odd-lot Holders on the Register, comprising
52% of the total number of Shareholders in the Company. Conversely, the total number of Putprop
Shares held by the Odd-lot Holders comprise 5 959 Shares representing only 0.01% of the total issued
shares of Putprop. Therefore, more than half of the administrative time and costs associated with the
Shareholder base are incurred with respect to Shareholders that hold 0.01% of total Shares in issue.
1.2 Accordingly, the Board has proposed the implementation of the Odd-lot Offer to facilitate the
reduction in Putprop Shareholders in an equitable manner.
1.3 Putprop has decided to proceed with the implementation of the Odd-lot Offer in order to (i) provide
Odd-lot Holders with an opportunity to realise the value of their investment without incurring dealing
charges which might otherwise make it impractical to sell their holding, and to provide liquidity for
those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election and (ii)
to reduce the costs and complexity of managing a large shareholder base. In terms of the Odd-lot
Offer Putprop will repurchase the Putprop Shares from the Odd-lot Holders at a 5% premium to the 30-
day VWAP of an Putprop Share at the close of business on Monday, 3 June 2024.
1.4 The current MOI does not provide for Odd-lot Offers nor the relevant clauses that allow for the
repurchase of shares associated therewith. An amendment to the MOI is accordingly required prior
to the approval of the Odd-lot Offer.
1.5 A Circular has been prepared to provide Shareholders with relevant information relating to the
changes in the MOI and the Odd-lot Offer, as well as to convene the General Meeting at 10h00 on
Tuesday, 28 May 2024, to be held at Boardroom 1, 22 Impala Road, Chislehurston, Sandton and
allowing for electronic participation for the purposes of considering and, if deemed fit, passing, with
or without modification, the Resolutions contained in the Notice of General Meeting, to approve the
changes to the MOI as well as to approve and implement the Odd-lot Offer.
2. DETAILS OF THE ODD-LOT OFFER
2.1 Odd-lot Offer Price
2.1.1 The Odd-lot Offer Price will be at a premium of 5% to the 30-day VWAP of an Putprop Share at
the close of business on Monday, 3 June 2024.
2.1.2 The Odd-lot Consideration will be distributed as a return of capital and will result in a reduction
of "contributed tax capital" as defined in section 1 of the Income Tax Act. The Odd-lot
Consideration will therefore not be regarded as a dividend for South African income tax
purposes.
2.1.3 Putprop Shareholders are advised to consult their own tax and/or other professional advisors
regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
2.2 Condition precedent to the Odd-lot Offer
The implementation of the Odd-lot Offer is subject to the fulfilment of the condition precedent that
the Resolutions relating to the approval of the amendments to the MOI and Odd-lot Offer contained
in the Notice of General Meeting attached to and forming part of this Circular are duly passed.
2.3 Terms of the Odd-lot Offer
2.3.1 Odd-lot Holders, on the Record Date for the Odd-lot Offer, will be eligible to participate in the
Odd-lot Offer.
2.3.2 The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of,
or by any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of the national securities
exchanges of a Restricted Jurisdiction and the Odd-lot Offer cannot be accepted by any
such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly,
neither copies of this Circular nor any related documentation are being or may be mailed or
otherwise distributed or sent in or into or from a Restricted Jurisdiction, and if received in any
Restricted Jurisdiction, this Circular should be treated as being received for information
purposes only.
2.3.3 The information contained herein does not constitute a distribution, an offer to sell or the
solicitation of an offer to buy any Putprop Shares in any jurisdiction in which such distribution
or offer is not authorised. In particular, the information herein is not for distribution and does
not constitute an offer to sell or the solicitation of any offer to buy any Putprop securities in the
United States of America or to or for the benefit of any person as such term is defined under
the United States Securities Act of 1933, as amended.
2.3.4 The Odd-lot Consideration to be paid for each Share pursuant to the Odd-lot Offer will be the
Odd-lot Offer Price.
2.3.5 The Shares repurchased in terms of the Odd-lot Offer will be cancelled, delisted and reinstated
as authorised but unissued Shares.
2.4 Mechanism of the Odd-lot Offer
2.4.1 Following the General Meeting, and provided the Shareholders approve the Resolutions
required to implement the Odd-lot Offer, Putprop will proceed with implementing the Odd-lot
Offer.
2.4.2 In terms of the Odd-lot Offer, Odd-lot Holders will be able to:
2.4.2.1 have their Odd-lot Holdings repurchased by Putprop at the Odd-lot Offer Price if they
decide to sell their Odd-lot Holdings; or
2.4.2.2 retain their Odd-lot Holdings if they decide to retain their Odd-lot Holdings.
2.4.3 Odd-lot Holders who wish to retain their Putprop Shares must specifically elect to do so. Odd-
lot Holders who do not make an election or who do not return their Form of Election and
Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed to have
accepted the Odd- lot Offer and shall be deemed to have agreed to dispose of their Odd-lot
Holding to Putprop at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
2.4.4 Odd-lot Holders who do not make an election or who do not return their Form of Election and
Surrender (pink) timeously to the Transfer Secretaries should note that they shall be deemed to
have agreed to dispose of their Shares to Putprop at the Odd-lot Offer Price in terms of the MOI
and the JSE Listings Requirements and to receive the Odd-lot Consideration. In such
circumstances, the Odd-lot Holdings will automatically be repurchased by Putprop, without
any further action on their part and without any further notice to Odd-lot Holders.
2.4.5 The repurchase in terms of the Odd-lot Offer as set out above will not be from a related party
as defined in the JSE Listings Requirements.
2.5 Transaction costs for Odd-lot Holders:
2.5.1 Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in
respect of the Odd-lot Offer.
2.5.2 Securities transfer tax, if any, will be paid by Putprop at a rate of 0.25% calculated on the
taxable amount as determined in section 5(1)(a) of the Securities Transfer Tax Act No. 25 of
2007.
2.5.3 The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising
from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell
their Odd-lot Holdings to Putprop or who do not make an election or who do not return their
Form of Election and Surrender (pink) timeously to the Transfer Secretaries. Putprop
Shareholders are advised to consult their own tax and/or other professional advisors regarding
the taxation implications arising out of the acceptance of the Odd-lot Offer.
2.6 Additional provisions in respect of the Odd-lot Offer:
2.6.1 Putprop will be entitled to refuse to implement the repurchase of Shares pursuant to the Odd-
lot Offer in respect of any Odd-lot Holder whom Putprop reasonably believes has only become
an Odd-lot Holder to take advantage of the Odd-lot Offer, and such Odd-lot Holder will have
no claim against Putprop arising out of or in connection with such refusal.
2.6.2 The Directors, at their discretion, reserve the right to withdraw or postpone the Odd-lot Offer in
respect of any Shareholder at any time prior to the publication of a finalisation announcement
on SENS in respect of the Odd-lot Offer on Tuesday, 4 June 2024.
2.6.3 Putprop will not convene the General Meeting to obtain the required shareholders' approval
to undertake the Odd-lot Offer during a prohibited period as defined in the JSE Listings
Requirements. Subject to Shareholders approving the Resolutions, the implementation of the
Odd-lot Offer will not take place in a prohibited period, noting that Putprop will be in a closed
period from 1 July 2024 until the publication of its annual results for the year ended 30 June
2024.
2.6.4 The MOI does not presently allow for the Odd-lot Offer to be undertaken by the Company in
terms of the JSE Listings Requirements. Accordingly, shareholders will need to approve an
amendment to the MOI.
3. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
3.1 The Circular distributed today also incorporates a notice convening a general meeting of
shareholders ('General Meeting') for the purpose of considering and, if deemed fit, passing, with or
without modification, the resolutions contained therein.
3.2 Shareholders can also obtain copies of the Circular as follows:
3.2.1 by accessing an electronic copy of the Circular on the Company's website, available at
https://www.putprop.co.za/investors/; and
3.2.2 by contacting the Transaction Sponsor at kay@acaciacap.co.za or the Company to request
an electronic copy of the Circular or to make reasonable alternative arrangements to obtain
a copy.
3.3 Accordingly, notice is hereby given that the General Meeting will be held in person and electronically
at 10h00 on Tuesday, 28 May 2024, for the purposes of considering and, if deemed fit, passing, with or
without modification, the Resolutions contained in the Notice of General Meeting, to approve and
implement the Odd-Lot Offer.
4. Salient dates and times
The salient dates and times relating to the General Meeting and the Odd-Lot Offer are set out below:
2024
Record date to receive this Circular and Notice of the General Meeting Friday, 19 April
Publication of distribution of Circular and Odd-lot announcement on SENS Monday, 29 April
on
Circular posted to Shareholders on Monday, 29 April
Last day to trade Shares in order to be recorded in the Register on the Tuesday, 14 May
Record Date to Vote on
Record Date to Vote at the General Meeting), by close of trade on Friday, 17 May
For administrative reasons, Forms of Proxy (blue) in respect of the General Friday, 24 May
Meeting to be lodged at the Transfer Secretaries by 10h00 on
Forms of Proxy (blue) not lodged with the Transfer Secretaries to be emailed Tuesday, 28 May
to the Transfer Secretaries at proxy@computershare.co.za (who will
provide same to the chairman of the General Meeting) at any time before
the appointed proxy exercises any Shareholder rights at the General
Meeting on
General Meeting held at 10h00 on Tuesday, 28 May
Results of the General Meeting announced on SENS on Tuesday, 28 May
Odd-lot Offer opens at 09h00 Thursday, 30 May
Finalisation announcement (including the Odd-lot Offer Price) in respect of Tuesday, 4 June
Odd-lot Offer
Last day to trade to participate in the Odd-lot Offer Tuesday, 18 June
Shares commence trading ex Odd-lot Offer Wednesday, 19 June
Forms of Election and Surrender (pink) to be received by the Transfer Friday, 21 June
Secretaries by 12h00
Odd-lot Offer closes at 12h00 Friday, 21 June
Record Date for the Odd-lot Offer Friday, 21 June
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or Monday, 24 June
who have made no election will have their accounts at their CSDP or
Broker credited with the Odd-lot Consideration
Results of Odd-lot Offer released on SENS Monday, 24 June
Payment of Odd-lot Offer Consideration to Certificated Odd-lot Holders Monday, 24 June
who have accepted the Odd-lot Offer or who have made no election
Results of the Odd-lot Offer published in the South African press on or about Tuesday, 25 June
Delisting and cancellation of Putprop Shares repurchased in terms of the Tuesday, 25 June
Odd-lot Offer on or about
Notes:
1. All times referred to in this Circular are local times in South Africa and are subject to change.
2. Any variation of the above dates and times will be approved by the JSE and released 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 recorded in the
Register on the Record Date to Vote, being Tuesday, 14 May 2024, will not be able to vote at the
General Meeting.
4. Dematerialised Shareholders, other than those with Own-name Registration, must provide their
CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and
date stipulated by their CSDP or Broker in terms of their respective Custody Agreements between
them and their CSDP or Broker.
5. Forms of Proxy (blue) are to be lodged with Transfer Secretaries, for administrative purposes only,
by no later than 10h00 on, Friday, 24 May 2024. Alternatively, Forms of Proxy (blue) may be
emailed to the Transfer Secretaries at proxy@computershare.co.za (who will provide same to the
chairman of the General Meeting) at any time before the appointed proxy exercises any
Shareholder rights at the General Meeting.
6. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the initial
General Meeting will remain valid in respect of any such adjournment or postponement.
7. Odd-lot Offer:
7.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or CSDP
of their election by the cut off time stipulated by their Broker or CSDP. This will be before the
Closing Date of the Odd-lot Offer.
7.2 In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the
Odd-lot Consideration, payment will be made on Monday, 24 June 2024 by EFT into the
bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the
Form of Election and Surrender (pink).
7.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have
never resided in the Common Monetary Area, whose registered address is outside the
Common Monetary Area and whose Documents of Title have been restrictively endorsed
under the Exchange Control Regulations, and who decide to sell their Odd-lot Holdings for
the Odd-lot Consideration, are referred to paragraph 3.9 of this Circular regarding
processing and payment of the Odd-lot Consideration.
7.4 Those Odd-lot Holders who do not make an election or do not return their Form of Election
and Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed to
have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their
Odd-lot Holdings to Putprop at the Odd-lot Offer Price and to receive the Odd-lot
Consideration.
7.5 Shareholders may not dematerialise or rematerialise their Shares between the last day to
trade to participate in the Odd-lot Offer and the Record Date for the Odd-lot Offer both
days inclusive.
Johannesburg
26 April 2024
Transaction Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 26-04-2024 03:22:00
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