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Proposed Odd-Lot Offer, Distribution of Circular and Notice of General Meeting
SYGNIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code on the JSE and A2X: SYG
ISIN: ZAE000208815
General Segment
("Sygnia" or "Company")
Proposed Odd-Lot Offer, Distribution of Circular and Notice of General Meeting
1. Introduction and rationale for the Odd-lot Offer
The board of directors of Sygnia has resolved to proceed with the implementation of an odd-lot offer in
order to (i) provide ordinary shareholders that hold less than 100 (one hundred) ordinary shares ("Odd-
lot Holders") of no par value in the Company ("Odd-lot Holdings") with an opportunity to realise the
value of their investment without incurring dealing charges, which might otherwise make it impractical to
sell their holding, and to provide liquidity for those Odd-lot Holders who elect not to retain their Odd-lot
Holdings or who make no election and; (ii) to reduce the costs and complexity of managing a large
shareholder base.
In this regard, as at Friday, 24 January 2025, there were a total of 3 140 Odd-lot Holders on the share
register of the Company, comprising 50.38% of the total number of ordinary shareholders ("Sygnia
Shareholders" or "Shareholders") in the Company. Conversely, the total number of Sygnia ordinary
shares ("Sygnia Shares") held by the Odd-lot Holders comprises 53 333 Sygnia Shares representing
only 0.035% of the total issued shares of Sygnia. Therefore, more than half of the administrative time and
costs associated with the Sygnia Shareholder base are incurred with respect to Sygnia Shareholders that
hold 0.035% of the total Sygnia Shares in issue.
In terms of the odd-lot offer, Sygnia will, subject to shareholder approval, repurchase the Odd-lot Holdings
from the Odd-lot Holders at the 30-day volume weighted average price ("VWAP") of a Sygnia Share at the
close of business on Friday, 7 March 2025 ("Odd-lot Offer Price") ("Odd-lot Offer").
Shareholders are hereby advised that a circular ("Circular"), detailing the proposed Odd-lot Offer, has
been distributed to Shareholders today Friday, 31 January 2025.
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear
the meanings ascribed thereto in the Circular.
2. Details of the Odd-lot Offer
2.1 Odd-lot Offer Price
The Odd-lot Offer Price will be the 30-day VWAP of an Sygnia Share at the close of business on
Friday, 7 March 2025.
The Odd-lot Consideration will constitute a "dividend" as defined in section 1 of the Income Tax Act.
The Odd-lot Consideration will therefore give rise to a liability for dividends tax in accordance with
the Income Tax Act in the event that any Odd-lot Holders do not qualify for an exemption from the
dividends tax.
Sygnia Shareholders are advised to consult their own tax and/or other professional advisors
regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
2.2 Condition precedent to the Odd-lot Offer
The implementation of the Odd-lot Offer is subject to the fulfilment of the condition precedent that
the Resolutions relating to the Odd-lot Offer contained in the Notice of General Meeting attached to
and forming part of the Circular are duly passed.
2.3 Terms of the Odd-lot Offer
2.3.1 Odd-lot Holders, on the Record Date for the Odd-lot Offer, will be eligible to participate in the
Odd-lot Offer.
2.3.2 The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of,
or by any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of the national securities
exchanges of a Restricted Jurisdiction and the Odd-lot Offer cannot be accepted by any such
use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly,
neither copies of this Circular nor any related documentation are being or may be mailed or
otherwise distributed or sent in or into or from a Restricted Jurisdiction, and if received in any
Restricted Jurisdiction, this Circular should be treated as being received for information
purposes only.
2.3.3 The information contained herein does not constitute a distribution, an offer to sell or the
solicitation of an offer to buy any Sygnia Shares in any jurisdiction in which such distribution
or offer is not authorised. In particular, the information herein is not for distribution and does
not constitute an offer to sell or the solicitation of any offer to buy any Sygnia securities in the
United States of America or to or for the benefit of any person as such term is defined under
the United States Securities Act of 1933, as amended.
2.3.4 The Odd-lot Consideration to be paid for each Share pursuant to the Odd-lot Offer will be the
Odd-lot Offer Price.
2.3.5 The Shares repurchased in terms of the Odd-lot Offer will be cancelled, delisted and reinstated
as authorised but unissued Shares.
2.4 Mechanism of the Odd-lot Offer
2.4.1 Following the General meeting, and provided the Shareholders approve the Resolutions
required to implement the Odd-lot Offer, Sygnia will proceed with implementing the Odd-lot
Offer.
2.4.2 In terms of the Odd-lot Offer, Odd-lot Holders will be able to:
- have their Odd-lot Holdings repurchased by Sygnia at the Odd-lot Offer Price
if they decide to sell their Odd-lot Holdings; or
- retain their Odd-lot Holdings if they decide to retain their Odd-lot Holdings.
2.4.3 Odd-lot Holders who wish to retain their Sygnia Shares must specifically elect to do so. Odd-
lot Holders who do not make an election or who do not return their form of election and
surrender (grey) timeously to the Transfer Secretaries will automatically be deemed to have
accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot
Holdings to Sygnia at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
2.5 Transaction costs for Odd-lot Holders
2.5.1 Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in
respect of the Odd-lot Offer.
2.5.2 Securities transfer tax, if any, will be paid by Sygnia at a rate of 0.25% calculated on the
taxable amount as determined in section 5(1)(a) of the Securities Transfer Tax Act No. 25 of
2007.
2.5.3 The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising
from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell
their Odd-lot Holdings to Sygnia or who do not make an election timeously. Sygnia
Shareholders are advised to consult their own tax and/or other professional advisors
regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
2.6 Additional provisions in respect of the Odd-lot Offer
2.6.1 The Directors, at their discretion, reserve the right to withdraw the Odd-lot Offer in respect of
any Shareholder at any time prior to the publication of a finalisation announcement on SENS
in respect of the Odd-lot Offer on Monday, 10 March 2025.
2.6.2 Sygnia will not convene the General Meeting to obtain the required shareholders' approval to
undertake the Odd-lot Offer during a prohibited period as defined in the JSE Listings
Requirements.
2.6.3 The MOI allows for the Odd-lot Offer to be undertaken by the Company in terms of the JSE
Listings Requirements.
3. Distribution of Circular and Notice of General Meeting
The Circular distributed today also incorporates a notice convening a general meeting of shareholders
("General Meeting") for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions contained therein.
Shareholders can also obtain copies of the Circular as follows:
- by accessing an electronic copy of the Circular on the Company's website, available at
https://www.sygnia.co.za/circulars; and
- by contacting the Company Secretary, at lvanwyk@sygnia.co.za to request an electronic
copy of the Circular or to make reasonable alternative arrangements to obtain a copy.
Accordingly, notice is hereby given that the General Meeting will be held at Sygnia's head office, 7th
Floor, the Foundry, Cardiff Street Green Point, Cape Town, 8001 at 10:00 on Monday, 3 March 2025,
for the purposes of considering and, if deemed fit, passing, with or without modification, the Resolutions
contained in the Notice of General Meeting, to approve and implement the Odd-lot Offer.
4. Salient dates and times
The salient dates and times relating to the General Meeting and the Odd-lot Offer are set out below:
2025
Record date to receive this Circular and Notice of the General Meeting
forming part thereof Friday, 24 January
Publication of distribution of Circular and Notice of General Meeting and
Odd-lot announcement on SENS on Friday, 31 January
Circular, incorporating Notice of General Meeting and Form of Proxy posted
to Shareholders on Friday, 31 January
Last day to trade Shares in order to be recorded in the Register on the
Record Date to Vote on Tuesday, 18 February
Record Date to Vote (being the record date for a Shareholder to be
registered in the Register in order to be eligible to attend, participate and
vote at the General Meeting), by close of trade on Friday, 21 February
For administrative reasons, Forms of Proxy in respect of the General
Meeting to be lodged at the Transfer Secretaries by 10:00 on Thursday, 27 February
Forms of Proxy not lodged with the Transfer Secretaries to be emailed to
the Transfer Secretaries at proxy@computershare.co.za (who will provide
same to the chairman of the General Meeting) at any time before the
appointed proxy exercises any Shareholder rights at the General Meeting
on Monday, 3 March
General Meeting held at 10:00 on Monday, 3 March
Results of the General Meeting announced on SENS on Monday, 3 March
If the Resolution relating to the Odd-lot Offer is passed, Odd-lot Offer opens Tuesday, 4 March
at 09:00
Finalisation announcement (including the Odd-lot Offer Price) in respect of Monday, 10 March
Odd-lot Offer by 11:00
Last day to trade to participate in the Odd-lot Offer Monday, 17 March
Shares commence trading ex Odd-lot Offer Tuesday, 18 March
Odd-lot Offer closes at 12:00 Thursday, 20 March
Record Date for the Odd-lot Offer Thursday, 20 March
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or Monday, 24 March
who have made no election will have their accounts at their CSDP or Broker
credited with the Odd-lot Consideration
Results of Odd-lot Offer released on SENS Monday, 24 March
Delisting and cancellation of Sygnia Shares repurchased in terms of the Wednesday, 26 March
Odd-lot Offer on or about
Notes:
1. All times referred to in this Announcement are local times in South Africa and are subject to change.
2. Any variation of the above dates and times will be approved by the JSE and released on SENS.
3. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three Business Days after such trade. Therefore, persons who acquire Shares after the last
day to trade in order to be recorded in the Register on the Record Date to Vote, being Tuesday, 18 February 2025, will not be
able to vote at the General Meeting.
4. Dematerialised Shareholders, other than those with Own-name Registration, must provide their CSDP or Broker with their
instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their
respective Custody Agreements between them and their CSDP or Broker.
5. Forms of Proxy are to be lodged with Transfer Secretaries, for administrative purposes only, by no later than 10:00 on,
Thursday, 27 February 2025. Alternatively, Forms of Proxy may be emailed to the Transfer Secretaries at
proxy@computershare.co.za (who will provide same to the chairman of the General Meeting) at any time before the appointed
proxy exercises any Shareholder rights at the General Meeting.
6. If the General Meeting is adjourned or postponed, Proxy Forms submitted in respect of the General Meeting will remain valid
in respect of any adjournment or postponement thereof.
7. Odd-lot Offer:
7.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or CSDP of their election by the
cut off time stipulated by their Broker or CSDP. This will be before the Closing Date of the Odd-lot Offer.
7.2 In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-lot Consideration,
payment will be made by Monday, 25 March 2025 by EFT into the bank accounts of the Odd-lot Holders, which are
provided by the Odd-lot Holders on the Form of Election and Surrender (grey).
7.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided in the Common
Monetary Area, whose registered address is outside the Common Monetary Area and whose Documents of Title
have been restrictively endorsed under the Exchange Control Regulations, and who decide to sell their Odd-lot
Holdings for the Odd-lot Consideration, are referred to paragraph 3.9 of the Circular regarding processing and
payment of the Odd-lot Consideration.
7.4 Those Odd-lot Holders who do not make an election will automatically be deemed to have accepted the Odd-lot
Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Sygnia at the Odd-lot Offer Price
and to receive the Odd-lot Consideration.
7.5 Shareholders may not dematerialise or rematerialise their Shares between the last day to trade to participate in the
Odd-lot Offer and the Record Date for the Odd-lot Offer both days inclusive.
Johannesburg
31 January 2025
Sponsor
The Standard Bank of South Africa Limited
Date: 31-01-2025 02:00:00
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