Redemption and Decrease in Issued Share Capital
|Name of Issuer||Senwes Limited|
|Country of Incorporation||ZA|
REDEMPTION AND DECREASE IN ISSUED SHARE CAPITAL
Shareholders are advised that, as part of the KLK transaction, in terms of which the Senwes Group acquired 57,44% of the issued shares in KLK Landbou Limited (“KLK”) as announced on 3 June 2019, Senwesbel also offered and issued shares to KLK shareholders who qualified to take up the Senwesbel consideration shares as defined and offered in terms of the KLK offer as to consolidate the shareholding in KLK. The respective boards of Senwesbel and Senwes agreed that the 4,3% KLK shares (741 273) that Senwesbel acquired, be purchased by Senwes against the issue of 1 111 908 Senwes shares at the same exchange ratio as in the KLK offer (1.5:1). This sale is an asset for share transaction as contemplated in section 42 of the Income Tax Act.
After the issue of 1 111 908 Senwes shares from the authorised share capital to Senwesbel Limited, the issued share capital of Senwes is 183 855 515
Post the execution of the above purchase and issue of shares to Senwesbel, Senwes Capital (Pty) Limited, a full subsidiary of Senwes, housing Senwes treasury shares as contemplated in section 48(2)(b) of the Companies Act, 2008, offered the same number of shares to Senwes for repurchase and cancellation (“redemption”) in terms of section 48 of the Companies Act in order as to counter the dilutionary effect of the KLK transaction, as follows:
|Number of shares|
|Issued shares before the KLK transaction||180 789 308|
|Issued to KLK shareholders in terms of the general offer||1 954 299|
|Issued to Senwesbel in exchange for the KLK shares||1 111 908|
|Issued capital||183 855 515|
|Repurchase from Senwes Capital (Pty) Limited at the market price of R11,00 per share||-3 066 207 (1,6%)|
|Result and issued capital after the repurchase and redemption||180 789 308|
The issued share capital of Senwes is therefore issued shares, as it had been prior to the general offer to the KLK shareholders.
The effect of the above redemption is completely neutral on the net asset value and earnings per share.
The number of shares redeemed will be delisted effective as from the 3 July 2019.
By order of the Board of Directors.
Date: 03-07-2019 Place: Klerksdorp
Company Secretary: EM JOYNT (e-mail: Elmarie.email@example.com)