Wrap Text
Results Of The General Meeting, Finalisation Announcement In Relation To The Odd-Lot Offer And Odd-Lot Offer Price
CA SALES HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2011/143100/06
Registered as an external company in the Republic of Botswana
Botswana registration number: BW00001085331
JSE Limited (“JSE”) share code: CAA
Botswana Stock Exchange (“BSE”) share code: CAS-EQO
ISIN: ZAE400000036
(“CA&S” or the “Company”)
RESULTS OF THE GENERAL MEETING, FINALISATION ANNOUNCEMENT IN RELATION
TO THE ODD-LOT OFFER AND CONFIRMATION OF THE ODD-LOT OFFER PRICE
CA&S shareholders (“Shareholders”) are referred to the circular (“Circular”) distributed to
Shareholders on Friday, 26 May 2023, containing relevant information relating to the odd-lot
offer to Shareholders (“Odd-lot Offer”), including, inter alia, details of the general meeting at
which Shareholders would be entitled to vote on the resolutions required to implement the
Odd-lot Offer (“General Meeting”).
Unless otherwise indicated, the definitions and interpretations contained in the Circular apply,
mutatis mutandis, to the terms used in this announcement.
1. RESULTS OF THE GENERAL MEETING
Shareholders are hereby advised that at the General Meeting conducted entirely by electronic
communication at 10:00 am today, Monday, 26 June 2023, all of the resolutions were passed
by the requisite majorities of Shareholders.
Details of the results of voting at the General Meeting are as follows:
Votes for Votes Number of Number of Number of
resolution against shares shares shares
as a resolution voted at the voted at the abstained
percentage as a General General as a
of total percentage Meeting Meeting as a percentage
number of of total percentage of shares
shares number of of shares in in issue*
voted at shares issue*
the voted at
General the
Meeting General
Meeting
Special 99.998% 0.002% 408 255 330 85.954% 0.005%
Resolution
Number 1:
Specific
authority to
repurchase
from the Odd-
lot Holders
Ordinary 99.998% 0.002% 408 255 330 85.954% 0.005%
Resolution
Number 1:
Implementation
of the Odd-lot
Offer
Note
* Total number of shares in issue as at the date of the General Meeting was 474 970 082, of
which nil were treasury shares.
2. FINALISATION ANNOUNCEMENT IN RELATION TO THE ODD-LOT OFFER
Following the above Shareholder approval, the Odd-lot Offer has become unconditional. The
salient dates and times in respect of the implementation of the Odd-lot Offer are as follows:
2023
Odd-lot Offer opens at 09:00 am Tuesday, 27 June
Last day for Shareholders on the BSE to trade in order to Friday, 14 July
participate in the Odd-lot Offer
Last day for Shareholders on the JSE to trade in order to Tuesday, 18 July
participate in the Odd-lot Offer
Shares trade “ex” the Odd-lot Offer on Wednesday, 19 July
Forms of Election and Surrender for the Odd-lot Offer (blue) to be Friday, 21 July
received by the Secretaries by 12:00 pm on
Odd-lot Offer closes at 12:00 pm on Friday, 21 July
Record date for the Odd-lot Offer (to determine which Friday, 21 July
Shareholders are entitled to participate in the Odd-lot Offer) at
close of business on
Implementation of the Odd-lot Offer on Monday, 24 July
Dematerialised Odd-lot Holders who have accepted the Odd-lot Monday, 24 July
Offer or are deemed to have accepted the Odd-lot Offer will have
their accounts held at their CSDP, CSDBP or broker credited with
the Offer Price on
Payments of the Offer Price to certificated Odd-lot Holders who Monday, 24 July
have accepted the Odd-lot Offer on
Results of the Odd-lot Offer released on SENS and X-News on Monday, 24 July
Results of the Odd-lot Offer published in the press on Tuesday, 25 July
Cancellation and termination of listing of CA&S Shares Thursday, 27 July
repurchased in terms of the Odd-lot Offer expected on or about
Notes:
1. The above dates and times are subject to change. Any changes will be published on
SENS and X-News.
2. All times quoted in this announcement are South African Standard Time (identical to
Botswana Standard Time).
3. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP,
CSDBP or broker of their election by the cut-off time stipulated by their CSDP, CSDBP or
broker. This will be an earlier date than the closing of the Odd-lot Offer.
4. The last day for Shareholders on the BSE to trade in order to participate in the Odd-lot
Offer will be Friday, 14 July 2023 due to 17 and 18 July 2023 being public holidays in
Botswana.
5. In the case of certificated Odd-lot Holders who accept the Odd-lot Offer or are deemed to
have accepted the Odd-lot Offer, payment will be made by electronic funds transfer into
the bank accounts of such Odd-lot Holders on or about Monday, 24 July 2023, if such
holders’ banking details have been provided in the relevant Form of Election and
Surrender. Should no banking details be on record for such holders, the funds will be held
by CA&S until such time as the details have been provided to the Secretaries.
6. Those Odd-lot Holders who do not make an election will automatically be regarded as
having chosen and accepted the Cash Consideration.
7. Shareholders on the JSE may not dematerialise or rematerialise their Shares after the
last day to trade, being Tuesday, 18 July 2023 up to and including the record date, being
Friday, 21 July 2023.
8. Shareholders on the BSE may not dematerialise or rematerialise their Shares after the
last day to trade, being Friday, 14 July 2023 up to and including the record date, being
Friday, 21 July 2023.
9. No transfers of Shares shall be registered in the SA share register, or between the SA
share register and the Botswana share register, between Monday, 26 June 2023 and
Friday, 21 July 2023. All dates are inclusive.
3. ODD-LOT OFFER PRICE AND DIVIDENDS TAX
3.1 The Odd-lot Offer Price will be calculated as the volume weighted average traded price
of a CA&S Share on the JSE over the thirty trading days up to the close of business on
Friday, 23 June 2023, being the last business day prior to the General Meeting (which
price was 7,06.13153 South African cents (“ZAc”)) (“Offer Price”). For Shareholders
on the Botswana share register, the Offer Price equates to 5,08.41470 Botswana thebe
(“BWt”), calculated at the average South African Rand (“ZAR”) to Botswana Pula
(“BWP”) exchange rate of ZAR 1 / BWP 0.72 on 23 June 2023.
3.2 As the Cash Consideration will not be funded out of contributed tax capital, the amount
payable to Odd-lot Holders will constitute a “dividend” as defined in section 1 of the
Income Tax Act, No. 58 of 1962, as amended (“Income Tax Act”). As a starting point
CA&S is a South African resident for tax purposes. Any dividend that is declared by
CA&S to South African holders will be deemed to be a local dividend and not a foreign
dividend for South African tax purposes.
3.3 For Shares held on the South African share register, the Cash Consideration in itself
will be exempt from income tax as it constitutes a dividend. The Cash Consideration
will generally give rise to a liability for dividends tax at the rate of 20% in accordance
with the Income Tax Act in the event that any Odd-lot Holder does not qualify for an
exemption from the dividends tax. Such exemption is for instance available to South
African companies, provided an Odd-lot Holder has signed and delivered the relevant
declaration and undertaking to the Company beforehand. Non-resident Odd-lot
Holders, South African individuals and South African trusts (if they are the beneficial
holder of the Odd-lot Shares) will not qualify for the exemption from dividends tax.
3.4 A reduced rate of dividends tax will apply should the Odd-lot Holder be a non-resident
and South Africa has concluded a double taxation convention with the country of which
the Odd-lot Holder is a resident. In the event that any Odd-lot Holder does not qualify
for an exemption from the dividends tax or a reduced rate of dividends tax applies,
CA&S 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.
3.5 Shareholders on the South African register are advised that the gross Offer Price is
therefore ZAc 7,06.13153 per Share (“SA Gross Offer Price”) and that the Offer Price
net of 20% dividend tax is ZAc 5,64.90522 per Share (“SA Net Offer Price”).
3.6 As per the double taxation agreement between Botswana and South Africa, withholding
tax in South Africa of 15% is deducted from dividends distributed to Botswana
Shareholders. Botswana Shareholders are therefore advised that the gross Offer Price
is BWt 5,08.41470 per Share (“BW Gross Offer Price”) and that the Offer Price net of
15% withholding tax is BWt 4,32.15250 per Share (“BW Net Offer Price”). Botswana
Shareholders should consider whether any additional taxes may be applicable to them
and obtain advice from a tax advisor, where appropriate.
3.7 Shareholders holding less than 100 Shares who do not make an election on whether
or not to sell their Shares in terms of the Odd-lot Offer in accordance with the procedure
detailed in the Circular will be deemed to have elected to sell their Shares.
3.8 Shareholders on the South African share register who elect to sell, or who are deemed
to have elected to sell, their Shares in terms of the Offer for a cash consideration will
receive:
3.8.1 if they are exempt from dividend tax, the full Gross Offer Price per Share sold; or
3.8.2 if they are not exempt from dividend tax and are not entitled to a reduced tax rate in
terms of a relevant double taxation agreement, the Net Offer Price per Share sold.
3.9 Botswana Shareholders who elect to sell, or who are deemed to have elected to sell,
their Shares in terms of the Offer for a cash consideration will receive the BW Net Offer
Price.
3.10 The implementation of the Odd-lot Offer will not result in a reduction of the contributed
tax capital of the Company.
3.11 Securities transfer tax at the rate of 0.25% of the Gross Offer Price per Share sold will
be borne by the Company.
3.12 The summary of the tax considerations pertaining to the Odd-lot Offer is based on the
current laws that are applicable as at the date of the Circular and is subject to potential
changes that may be made to such legislation subsequently, which could be
retrospective. The summary is a general guide and is not intended to constitute a
complete analysis of the tax consequences of the Odd-lot Offer provisions in terms of
South African tax law. It is not intended to be, nor should it be considered as legal or
tax advice. CA&S and its advisors cannot be held responsible for the tax consequences
of the Odd-lot Offer and therefore Shareholders are advised to consult their own tax
advisors in this regard.
Centurion
26 June 2023
Transaction Advisor and JSE Sponsor BSE Sponsoring Broker
PSG Capital Imara Capital Securities
Date: 26-06-2023 02:00:00
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.
Sharenet Sites 
