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Declaration relating to Odd-Lot and Specific Repurchase Offer, Distribution of Circular, Notice of General Meeting
TRADEHOLD LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1970/009054/06
Share Code: TDH
ISIN Code: ZAE000152658
(“Tradehold” or “the Company”)
DECLARATION ANNOUNCEMENT RELATING TO AN ODD-LOT AND SPECIFIC REPURCHASE OFFER,
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION AND RATIONALE
The shareholding base within Tradehold is currently comprised of a large number of
ordinary shareholders (“Shareholders”) who hold lots of between 1 and 99 ordinary
shares (“Odd-lot Holders”) and between 100 and 3 000 ordinary shares (“Specific
Holders”).
The board of Tradehold 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 ordinary shares.
Additionally, the Offers will facilitate an inexpensive method for minority
Shareholders in Tradehold to realise their investment whereby they receive an offer
price (“Offer Price”), which includes a premium per Tradehold ordinary share and
without having to incur transaction costs.
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 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 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 shall be the volume weighted average traded price of Tradehold’s
ordinary shares on the JSE for the ten trading days up to two trading days prior to
the General Meeting, plus a 5% premium.
3.DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
3.1 Circular
Tradehold shareholders are advised that a circular (“Circular”), containing
information relating to the Offers, will be distributed today, Tuesday, 22 January
2019.
The Circular will also be available on the Company’s website at
http://www.tradehold.co.za/investor-centre/sens-announcements from today.
3.2 Notice of general meeting
Notice is hereby given of a general meeting of Shareholders 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, for the purpose of considering and, if deemed
fit, passing with or without modification, the special and ordinary resolutions
relating to the Offers.
4.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 are entitled to
receive the Circular Friday, 11 January
Publication of declaration announcement released on SENS on
or before Tuesday, 22 January
Circular and Notice of General Meeting to be 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.
5.TRANSACTION COSTS
5.1 Save as set out in paragraph 3.7.4 below, Odd-lot Holders and Specific Holders
will not have to bear any transaction costs.
5.2 The transfer costs of Odd-lot Holders and Specific Holders who sell their holdings
to Tradehold will be borne by Tradehold.
5.3 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.
5.4 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”).
5.5 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.
5.6 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.
5.7 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.
5.8 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.
Cape Town
22 January 2019
Transaction Advisor and Sponsor
Mettle Corporate Finance Proprietary Limited
Independent Sponsor
Exchange Sponsors (2008) Proprietary Limited
Date: 22/01/2019 09:05:00 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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