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Finalisation Announcement - Odd-Lot Offer
PUTPROP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1988/001085/06)
Share code: PPR ISIN: ZAE000072310
('Putprop' or 'the company' or 'the Group')
FINALISATION ANNOUNCEMENT – ODD-LOT OFFER
1. Introduction
1.1 Shareholders are referred to the announcement released on SENS on 26 April 2024,
wherein shareholders were advised that the Company decided to proceed with the
implementation of an Odd-Lot Offer to all shareholders holding less than 100 (one
hundred) ordinary shares in the Company ('Odd-Lot Offer') and to the Circular relating
to the Odd-Lot Offer that was distributed to shareholders on the same day ('Circular').
1.2 Shareholders are further referred to the General Meeting of shareholders ('General
Meeting') held on Tuesday, 28 May 2024, including the subsequent announcement
released on SENS on the same day advising shareholders that all the resolutions tabled
at the General Meeting were approved by the requisite majorities of the Company's
shareholders.
1.3 Shareholders are hereby advised that the condition precedent requiring shareholders
to approve the resolutions relating to the Odd-Lot Offer has been met. Accordingly,
the Company will proceed with the implementation of the Odd-Lot Offer.
1.4 Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the meanings ascribed thereto in the Circular.
2. Odd-Lot Offer Price
2.1 The Odd-Lot Offer price per Putprop Share to be acquired in terms of the Odd-lot Offer
is 327.18040 cents, based on a 5% premium to the 30-day volume weighted average
price of an Putprop Share at the close of business on Monday, 3 June 2024 being
311.60038 cents.
2.2 The Odd-Lot Consideration will be distributed as a return of capital and will result in a
reduction of 'contributed tax capital' as defined in section 1 of the Income Tax Act.
The Odd-lot Consideration will therefore not be regarded as a dividend for South
African income tax purposes.
2.3 Putprop 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.
3. Transaction costs for Odd-Lot Holders
3.1 Shareholders eligible to participate in the Odd-Lot Offer will not bear any transaction
costs in respect of the Odd-Lot Offer.
3.2 Securities transfer tax, if any, will be paid by Putprop 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.
3.3 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 Putprop, or who do not make an
election, or who do not return their Form of Election and Surrender (pink) timeously to
the Transfer Secretaries. Putprop 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.
4. Salient Dates and Times
Shareholders are reminded of the following Salient Dates and Times in relation to the
implementation of the Odd-Lot Offer:
2024
Odd-lot Offer opens at 09h00 Thursday, 30 May
Finalisation announcement (including the Odd-lot Offer Tuesday, 4 June
Price) in respect of Odd-lot Offer
Last day to trade to participate in the Odd-lot Offer Tuesday, 18 June
Shares commence trading ex Odd-lot Offer Wednesday, 19 June
Forms of Election and Surrender (pink) to be received by the Friday, 21 June
Transfer Secretaries by 12h00
Odd-lot Offer closes at 12h00 Friday, 21 June
Record Date for the Odd-lot Offer Friday, 21 June
Dematerialised Odd-lot Holders who have accepted the Monday, 24 June
Odd-lot Offer or 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 June
Payment of Odd-lot Offer Consideration to Certificated Monday, 24 June
Odd-lot Holders who have accepted the Odd-lot Offer or
who have made no election
Results of the Odd-lot Offer published in the South African Tuesday, 25 June
press on or about
Delisting and cancellation of Putprop Shares repurchased in Tuesday, 25 June
terms of the Odd-lot Offer on or about
Notes:
1. Odd-lot Offer:
1.1 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.
1.2 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 on Monday,
24 June 2024 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
(pink).
1.3 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 this Circular regarding
processing and payment of the Odd-lot Consideration.
1.4 Those Odd-lot Holders who do not make an election or do not return their
Form of Election and Surrender (pink) 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 Putprop at
the Odd-lot Offer Price and to receive the Odd-lot Consideration.
1.5 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
4 June 2024
Transaction Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 04-06-2024 03:15:00
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