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Proposed Odd Lot and Notice of General Meeting
CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/0026616/06)
Share code CAT ISIN ZAE000043345
("Caxton" or "the company")
PROPOSED ODD LOT OFFER AND NOTICE OF GENERAL MEETING
1. Introduction
Caxton currently has 5 498 registered ordinary shareholders.
Of these, 1 778 shareholders (32,3%) hold less than 100 (i.e. from 1 up to and including 99) shares ("odd lot holders"). These odd lot
holders in aggregate hold approximately 24 116 shares which constitute only 0,27% of the issued share capital.
In order to reduce the substantial recurring costs of administration associated with the odd lot holders, the directors of Caxton propose
the implementation of an offer to the odd lot holders ("the odd lot offer").
Enabling and implementation of the odd lot offer will require the approval of the necessary special and ordinary resolutions by the
shareholders of Caxton at a general meeting of the company.
2. The odd lot offer
In terms of the odd lot offer, odd lot holders may elect either:
• to sell their shares to the company at the odd lot offer price per share ("the cash alternative"); or
• to retain their shares ('the retention alternative").
The odd lot offer price will be the volume weighted average traded price of Caxton shares on the Johannesburg Stock Exchange
("the JSE") over the 30 trading days preceding Friday, 23 May 2025, the date of the general meeting of Caxton, plus a premium of 20%.
If an odd lot holder does not elect either of the cash alternative or the retention alternative, such odd lot holder will be
deemed to have accepted the cash alternative.
3. Condition precedent
The odd lot offer and its implementation are subject only to the approval by shareholders of the necessary special and ordinary
resolutions required to enable and implement the odd lot offer.
4. Taxation
The repurchase of Odd Lot Offer Shares will not be funded out of contributed tax capital as defined in the Income Tax Act, No 58 of
1962, as amended ("the Income Tax Act"). The proceeds of the Odd Lot Offer will therefore constitute a deemed dividend, and
Shareholders liable for Dividend Withholding Tax of 20% in terms of the Income Tax Act will receive a net amount of the Odd Lot Offer
Price, less tax of 20%.
Shareholders are advised to consult their tax and/or financial advisors regarding the taxation implications arising out of acceptance of
the Odd Lot Offer.
5. Financial effects
Implementation of the odd lot offer will have a negligible effect on the earnings, headline earnings, net asset value or net tangible asset
value per Caxton share.
6. Circular to shareholders
A circular to shareholders containing the notice of general meeting and resolutions enabling the odd lot offer and its implementation,
and incorporating a form of election and surrender, was distributed to shareholders today and appears on the website of the company
at www.caxton.co.za
Shareholders are accordingly advised that the general meeting of Caxton shareholders will be held at 10:00 on Friday, 23 May 2025 at
the offices of the company at Caxton House, 368 Jan Smuts Avenue, Craighall, Johannesburg, and the salient dates relating to the
general meeting and the odd lot offer are as follows:
2025
Record date for Caxton shareholders to be entitled to receive the circular Thursday, 17 April
Circular including notice of general meeting to consider the odd lot offer posted to Caxton shareholders Friday, 25 April
Notice convening the general meeting released on SENS Friday, 25 April
Notice convening the general meeting published in the press Tuesday, 29 April
Last day to trade Caxton shares in order to be eligible to vote at the general meeting Tuesday, 13 May
Record date to vote at the general meeting Friday, 16 May
Proxy forms requested to be lodged for administrative purposes with transfer secretaries by 10:00 Wednesday, 21 May
Proxy forms not lodged with Transfer Secretaries to be handed to the chairman of the general meeting Friday, 23 May
before 10:00
General meeting of Caxton Shareholders to be held at 10:00 Friday, 23 May
Results of general meeting and finalisation announcement including the odd lot offer price released on Monday, 26 May
SENS
Results of general meeting and finalisation announcement including the odd lot offer price published in Tuesday, 27 May
the South African press
Odd lot offer opens at 09:00 on Wednesday, 28 May
Last day to trade in order to participate in the odd lot offer Tuesday, 10 June
Shares trade ex the odd lot offer Wednesday, 11 June
Form of election and surrender (blue) to be received by transfer secretaries by 12:00 Friday, 13 June
Odd lot offer record date (odd lot offer closes at 12:00) Friday, 13 June
Results of the odd lot offer released on SENS Friday, 13 June
Results of the odd lot offer published in the press Tuesday, 17 June
Payment date in respect of certificated shareholders who have accepted the odd lot offer Tuesday, 17 June
Accounts at CSDP or broker updated in respect of dematerialised shareholders Tuesday, 17 June
Cancellation and termination of listing of odd lot offer shares Friday, 20 June
Notes:
1. The dates and times set out above are subject to change. Any such change will be released on SENS and published in the press.
2. Dematerialised shareholders, other than those with Own Name registration, must inform their CSDP or broker of their intention to attend the
General Meeting in order for such CSDP or broker to be able to issue them with the necessary letters of representation to enable them to attend
such meeting or, alternatively, should they not wish to attend the General Meeting, they should provide their CSDP or broker with their voting
instructions. This must be effected in terms of the agreement entered into between the Shareholder and the CSDP or broker.
3. Odd Lot Offer Shares may not be dematerialised/rematerialised from Wednesday, 11 June 2025 to Friday, 13 June 2025, both days inclusive.
Johannesburg
25 April 2025
Sponsor Auditors Attorneys
AcaciaCap Advisors Proprietary Limited Forvis Mazars Fluxmans Attorneys
Date: 25-04-2025 05:00:00
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