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OPT
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OPT - Optimum Coal Holdings Limited - Results of General Meeting of Optimum
shareholders
Optimum Coal Holdings Limited
(Registration No. 2006/007799/06)
Share Code: OPT
ISIN Code: ZAE000144663
("Optimum")
RESULTS OF GENERAL MEETING OF OPTIMUM SHAREHOLDERS
1. INTRODUCTION
1.1 Shareholders are referred to the circular (incorporating a notice of
general meeting) posted on 15 May 2012, in terms of which a general
meeting of Optimum shareholders was convened for the purposes of
considering and passing resolutions relating to the proposed termination
of the listing of the Optimum shares from the exchange operated by the
JSE Limited (such termination of listing, "the Delisting"), as well as
the adoption of a proposed new memorandum of incorporation for Optimum
("the New MOI") in substitution for its existing memorandum of
incorporation.
1.2 Shareholders are advised that the special and ordinary resolutions
required to give effect to the Delisting and the adoption of the New MOI
were approved by the requisite majority of votes at the general meeting
of Optimum held on Tuesday, 12 June 2012 at the offices of Optimum, 36
Fricker Road, Illovo, 2193.
1.3 Shareholders are reminded that the mandatory offer by a consortium
comprising of Piruto B.V. and Lexshell 849 Investments (Proprietary)
Limited ("the Consortium"), for the remaining shares in the issued share
capital of Optimum for a cash consideration of R38 per Optimum share
("the Mandatory Offer") will remain open for acceptance by Optimum
shareholders for at least another 7 days, i.e. until Friday 22 June
2012, in accordance with the ruling issued by the JSE Limited on 19
April 2012.
1.4 The salient dates and times for the Mandatory Offer and the Delisting
are set out in paragraph 2 below. None of these dates has changed since
the announcement released on SENS on 15 May 2012.
2. SALIENT DATES AND TIMES
2.1 The salient dates and times relating to the Mandatory Offer and the
Delisting are as follows:
2012
Last Day to Trade in order to be registered on the Friday, 15 June
Closing Date of the Mandatory Offer
Closing Date of Mandatory Offer at 12:00 Friday, 22 June
Record Date for the Mandatory Offer Friday, 22 June
Finalisation announcement in respect of the Friday, 22 June
Delisting released on SENS
Results of the Mandatory Offer released on SENS Monday, 25 June
Finalisation announcement in respect of the Monday, 25 June
Delisting published in the press
Results of the Mandatory Offer published in the Tuesday, 26 June
press
Last Day to Trade in order to be registered on the Friday, 29 June
Record Date for the Delisting
Suspension of listing of Optimum shares on the Monday, 2 July
exchange operated by the JSE
Record Date for the Delisting Friday, 6 July
Expected termination of listing of Optimum shares Monday, 9 July
on the exchange operated by the JSE at the
commencement of trade on or about
2.2 Dematerialised Optimum shareholders who accept the Mandatory Offer will
have their accounts at their CSDP or broker updated by no later than the
sixth business day after the date on which the dematerialised Optimum
shareholder`s acceptance of the Mandatory Offer is notified to the
transfer secretaries, Computershare Investor Services (Pty) Ltd
("Computershare").
2.3 Certificated Optimum shareholders who accept the Mandatory Offer will
have the offer consideration posted to them or transferred to them by
way of electronic funds transfer within six business days of the date on
which their documents of title and forms of acceptance, surrender and
transfer are received by the transfer secretaries, Computershare.
2.4 The special resolution in respect of the adoption of the New MOI will be
filed with the Companies and Intellectual Property Commission in due
course.
Notes:
1. The abovementioned dates and times are South African dates and times.
All references to days are to business days.
2. Optimum shares may not be dematerialised or rematerialised from the
business day following the Last Day to Trade for the Delisting, Friday,
29 June 2012, until the Record Date for the Delisting, Friday, 6 July
2012, both days inclusive.
3. The above dates and times are subject to amendment by the Consortium
and/or Optimum. Any such amendments will be released on SENS.
3. EXCHANGE CONTROL REGULATIONS
Shareholders are advised that the same exchange control regulations, as
published in paragraph 9.3 of the Mandatory Offer circular, dated 26
April 2012 (such circular, the "Combined Offer Circular"), remain
applicable for acceptances of the Mandatory Offer following the
Delisting. For the sake of convenience, these provisions are repeated
below (with capitalised terms having the same meanings as those assigned
to them in the Combined Offer Circular):
3.1 The settlement of the Offer Consideration for both Dematerialised
Shareholders and Certificated Shareholders will be made subject to the
Exchange Control Regulations.
3.2 The following is a summary of the Exchange Control Regulations.
Offerees who are not resident in, or who have registered addresses
outside South Africa, must satisfy themselves as to the full observance
of the laws of the relevant jurisdiction concerning the receipt of the
Offer Consideration, new share certificates or the amendment of their
share statements, including obtaining any required governmental or other
consents, observing any other required formalities and paying any issue,
transfer or other taxes due in that jurisdiction. If an Offeree is in
doubt, he should consult his professional advisers without delay.
3.2.1 Emigrants from the Common Monetary Area
3.2.1.1 In the case of Offerees who are emigrants from the Common Monetary
Area and whose Optimum Shares form part of their blocked assets and
to whom paragraph 3.2.2 below does not apply, the Offer
Consideration will:
3.2.1.1.1 in the case of Certificated Shareholders whose Documents of Title
are restrictively endorsed in terms of the Exchange Control
Regulations, be forwarded to the Authorised Dealers in foreign
exchange in South Africa controlling such Offerees` blocked assets
in terms of the Exchange Control Regulations. The form of
acceptance, transfer and surrender (pink) attached to the Combined
Offer Circular makes provision for details of the Authorised Dealer
concerned to be given. If the information regarding Authorised
Dealers is not given, the Offer Consideration will be held in a
bank account by the Transfer Secretaries for the Offerees
concerned, pending receipt of the necessary information or
instructions. No interest will be paid on the Offer Consideration
so held; and
3.2.1.1.2 in the case of Dematerialised Shareholders, be paid to their CSDPs
or Brokers, which shall arrange for the Offer Consideration to be
credited directly to the blocked Rand bank accounts of the Offerees
concerned with their Authorised Dealers in foreign exchange in
South Africa.
3.2.2 On 27 October 2010, the FSD announced that certain of an emigrant`s
blocked assets, including quoted securities, may, on application to
the FSD, be released without any exit levy applying. Based on the
details released by the FSD as at the Last Practicable Date, where
quoted securities form part of the blocked assets of an emigrant,
the emigrant may request the FSD to export those quoted securities.
Where shares are owned by an emigrant and do not, by reason of the
foregoing, form part of his blocked assets, the Offer Consideration
will be dealt with as set out in paragraph 3.2.3 below.
3.2.3 All other nonresidents of the Common Monetary Area
The Offer Consideration accruing to nonresident Offerees whose
registered addresses are outside the Common Monetary Area and who
are not emigrants from the Common Monetary Area, or who are
emigrants to whom paragraph 3.2.2 above applies, will:
3.2.3.1 in the case of Certificated Shareholders whose Documents of Title
have been endorsed "non-resident" under the Exchange Control
Regulations, be posted to their registered address, unless such
Offeree requests that the Offer Consideration be paid to an
Authorised Dealer. The form of acceptance, transfer and surrender
(pink) attached to the Combined Offer Circular makes provision for
the details of an Authorised Dealer to be provided; and
3.2.3.2 in the case of Dematerialised Shareholders, be paid to their duly
appointed CSDPs or Brokers and credited to such shareholder in
terms of the provisions of the Custody Agreements with their CSDPs
or Brokers.
Johannesburg
12 June 2012
Sponsor to Optimum
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal Adviser to Optimum
Webber Wentzel
Date: 12/06/2012 14:32:01 Produced by the JSE SENS Department.
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