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Declaration relating to an odd-lot offer and specific repurchase, circular distribution and general meeting notice
ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)
DECLARATION ANNOUNCEMENT RELATING TO A PROPOSED ODD-LOT OFFER AND
SPECIFIC REPURCHASE, DISTRIBUTION OF A CIRCULAR AND NOTICE OF A GENERAL
MEETING
1. PROPOSED ODD-LOT OFFER AND SPECIFIC REPURCHASE (“THE OFFERS”)
1.1 Rationale and mechanism of the Offers:
Shareholders are hereby advised that the directors of ELB have resolved to make an odd-lot
offer and a specific offer to qualifying shareholders to repurchase their shares with the intention
of reducing the ongoing administration costs associated with having a large number of minority
shareholders.
Details of the Offers are as follows:
- an offer to shareholders holding less than 100 shares to purchase their shares, which offer
will incorporate the right for such shareholders to make an election as to whether or not to
retain or sell such shareholdings (“Odd-lot Offer”). Those odd-lot shareholders who do not
make an election in terms of the Odd-lot Offer will automatically be regarded as having
accepted the Odd-lot Offer.
- a specific offer to shareholders holding from 100 to 500 shares inclusive to purchase their
entire shareholding (“Specific Offer”).
All Shares acquired by the Company in terms of the Offers will be cancelled and delisted and
restored to the status of authorised share capital.
1.2 Offer Prices:
The Odd-lot Offer price and the Specific Offer price will be calculated with reference to the 30-
day volume weighted average traded price of an ELB share on Thursday, 22 March 2018
(being the day immediately prior to the day that the offer prices will be announced on SENS),
with the Specific Offer price including a premium of 5%.
1.3 Salient dates and times:
The salient dates and times relating to the Offers are set out below:
Event 2018
Record date for ELB shareholders to be eligible to receive the Friday, 2 February
circular and notice of general meeting
Circular posted to ELB shareholders Monday, 12 February
Last day to trade in order to be eligible to vote at the general Tuesday, 27 February
meeting
Record date in order to vote at the general meeting Friday, 2 March
Receipt of forms of proxy requested to be lodged by 12:30 on Friday, 9 March
(note 3)
General meeting to be held at 12:30 on Tuesday, 13 March
Results of the general meeting released on SENS Wednesday, 14 March
Offers open at 09:00 on Wednesday, 14 March
Finalisation announcement released on SENS Friday, 23 March
Finalisation announcement published in the press Monday 26 March
Last day to trade in order to participate in the Offers Tuesday, 3 April
Shares trade ex the Offers Wednesday, 4 April
Forms of election and surrender (Odd-lot Offer form of election Friday, 6 April
and surrender (blue) and Specific Offer form of election and
surrender (green)) to be received by the Transfer Secretaries by
12:00
Offers record date (Offers close at 12:00) Friday, 6 April
Results of the Offers released on SENS Monday, 9 April
Payment date in respect of certificated shareholders who Monday, 9 April
accepted either of the Offers (note 4)
Accounts at CSDP or Broker updated in respect of dematerialised Monday, 9 April
shareholders
Results of the Offers released in the press Tuesday, 10 April
Cancellation and termination of listing of the Offer shares on Thursday,12 April
Notes:
1. The above dates and times are subject to amendment and any amendment made will be
released on SENS.
2. All times given are South African local times.
3. Forms of proxy may also be handed to the Chairman at the commencement of the general
meeting.
4. Payment will be made either by:
4.1 electronic funds transfer into the bank accounts of certificated shareholders if their
banking details were provided on the relevant forms of election and surrender, or
4.2 by cheque which will be posted at the risk of such certificated shareholders by
ordinary post.
5. Payment will only be made once the Transfer Secretaries have received the relevant share
certificates.
1.4 Restriction on Offers:
The Offers are not being made in any jurisdiction where it may be illegal to make such offers.
Shareholders who believe they may fall into this category should consult their professional
advisers to determine whether any governmental or other consent is required or other
formalities needed to allow them to accept the Offers.
2. CIRCULAR
A circular setting out, inter alia, information relating to the Offers will be posted to shareholders
today.
The Circular is available on the Company’s website: www.elb.co.za
3. NOTICE OF GENERAL MEETING
Notice is hereby given that the general meeting of shareholders will be held on Tuesday,
13 March 2018 in the Boardroom of ELB Engineering Services Proprietary Limited at 354
Rivonia Road, Rivonia, Johannesburg at 12:30, to consider the relevant resolutions relating to
the Offers.
Johannesburg
12 February 2018
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 12/02/2018 04:45:00 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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