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ANNOUNCEMENT – UNBUNDLING

THE PROPOSED UNBUNDLING BY HCI OF ITS SHAREHOLDINGS IN SOFTLINE LIMITED (“SOFTLINE”) AND UNIBANK INVESTMENT HOLDINGS LIMITED (INCORPORATING FERREIRA FINANCIAL SERVICES) (“UNIFER”) (“COLLECTIVELY THE “UNBUNDLING”) SHAREHOLDERS OF HCI ARE REFERRED TO THE ANNOUNCEMENT, PLACED IN THE PRESS ON 7 MAY 1999, REGARDING THE PROPOSED DISTRIBUTION BY HCI OF ITS EFFECTIVE INTERESTS IN SOFTLINE AND UNIFER. METTLE LIMITED IS NOW AUTHORISED TO ANNOUNCE SHAREHOLDER ENTITLEMENTS, FINANCIAL EFFECTS AND THE SALIENT DATES OF THE PROPOSED UNBUNDLING.PROPOSED UNBUNDLING.HCI SHAREHOLDER ENTITLEMENTS SUBJECT TO THE FULFILMENT OF THE CONDITIONS PRECEDENT DETAILED BELOW, THOSE HCI SHAREHOLDERS REGISTERED AS SUCH AS AT THE CLOSE OF BUSINESS ON FRIDAY, 30 JULY 1999 WILL RECEIVE THE FOLLOWING NUMBER OF SOFTLINE AND UNIFER SHARES FOR EVERY 100 HCI SHARES THEY HOLD: NUMBER OF SOFTLINE AND APPROXIMATE NUMBER OF SOFTLINE AND SHARES TO BE UNBUNDLED SOFTLINE 70 848 527 19,094 NUMBER OF SOFTLINE AND APPROXIMATE NUMBER OF SOFTLINE AND SHARES TO BE UNBUNDLED UNIFER 275 232 810 74,178 FRACTIONAL ENTITLEMENTS SHAREHOLDERS WILL NOT RECEIVE FRACTIONS OF SOFTLINE OR UNIFER SHARES PURSUANT TO THE UNBUNDLING. ALL FRACTIONAL ENTITLEMENTS WILL BE AGGREGATED AND SOLD ON THE JOHANNESBURG STOCK EXCHANGE (“THE JSE”) FOR THE BENEFIT OF THE SHAREHOLDERS CONCERNED. PROCEEDS FROM THE SALE OF SUCH FRACTIONS WILL BE REMITTED, NET OF REALISATION AND ALLIED ADMINISTRATION COSTS, TO THE SHAREHOLDERS CONCERNED, FOLLOWING ON THE ISSUE OF THE NEW SOFTLINE AND UNIFER SHARE CERTIFICATES. ODD-LOT HOLDINGS SHAREHOLDERS ARE ADVISED THAT WHERE THEIR ENTITLEMENT TO SOFTLINE AND UNIFER SHARES GIVES RISE TO ODD-LOTS SUCH ODD-LOTS MAY BE DISPOSED OF BY USING THE ODD-LOT FACILITY AS PROVIDED BY THE JSE. SHAREHOLDERS WISHING TO DISPOSE OF THEIR ODD-LOTS ARE ADVISED, ONCE THE UNBUNDLING BECOMES UNCONDITIONAL, TO CONTACT THEIR STOCKBROKER TO FACILITATE THE SALE OF THEIR ODD-LOTS AT THE THEN RESPECTIVE RULING MARKET PRICE. FINANCIAL EFFECTS FOLLOWING THE UNBUNDLING SHAREHOLDERS OF HCI WILL HOLD THAT NUMBER OF SOFTLINE AND UNIFER SHARES EQUIVALENT TO THEIR CURRENT INDIRECT EFFECTIVE INTERESTS. IN ADDITION, THEY WILL CONTINUE TO HOLD THEIR INTEREST IN HCI. CONSEQUENTLY, THERE WILL BE NO MATERIAL EFFECT ON THEIR RESPECTIVE AGGREGATE EARNINGS OR NET ASSET VALUE PER SHARE. SALIENT DATES THE ANTICIPATED SALIENT DATES OF THE PROPOSED UNBUNDLING ARE AS FOLLOWS: JULY 1999 * CIRCULAR, PROVIDING SHAREHOLDERS WITH DETAILS OF THE PROPOSED UNBUNDLING AND INCORPORATING A NOTICE OF GENERAL MEETING AND PROXY FORM, POSTED MONDAY, 5 * LAST DATE FOR RECEIPT OF FORMS OF PROXY MONDAY, 26 * GENERAL MEETING WEDNESDAY, 28 * RESULTS OF GENERAL MEETING PUBLISHED THURSDAY, 29 * LAST DATE TO REGISTER SO AS TO BE ELIGIBLE TO PARTICIPATE IN THE PROPOSED UNBUNDLING FRIDAY, 30 AUGUST 1999 * EFFECTIVE DATE OF THE PROPOSED UNBUNDLING MONDAY, 2 * NEW SOFTLINE AND UNIFER SHARE CERTIFICATES POSTED TO SHAREHOLDERS MONDAY, 2 THE ABOVE DATES ARE SUBJECT TO CHANGE. SHAREHOLDERS WILL BE NOTIFIED IN THE PRESS OF ANY SUCH CHANGES. CONDITIONS PRECEDENT THE UNBUNDLING IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS PRECEDENT: * APPROVAL BY THE COMMISSIONER FOR THE SOUTH AFRICAN REVENUE SERVICE IN TERMS OF SECTION 60 OF THE INCOME TAX ACT, 1993 (ACT 113 OF 1993), AS AMENDED; * SHAREHOLDERS PASSING THE NECESSARY RESOLUTIONS TO BOTH APPROVE AND GIVE EFFECT TO THE UNBUNDLING; AND * REQUISITE APPROVAL BEING OBTAINED FROM THE JSE. FURTHER DOCUMENTATION A CIRCULAR, INCLUDING A NOTICE OF GENERAL MEETING, PROVIDING FULL DETAILS OF THE PROPOSED UNBUNDLING WILL BE DESPATCHED TO SHAREHOLDERS IN ACCORDANCE WITH THE SALIENT DATES DESCRIBED ABOVE

Source: HCI