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AfroCentric INTEGRATED ANNUAL REPORT 2016
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Shareholder information
11. The redeemable preference shares to which that call option relate shall be redeemed out of the proceeds of the issue of
the ordinary shares that will be subscribed for by the holders of the redeemable preference shares on the exercise of the
option on the following basis –
11.1 the price payable for each redeemable preference share on redemption of same will be at a redemption price equal
to the subscription price paid per redeemable preference share;
11.2 the Company shall be deemed to have given notice of such redemption simultaneously with the exercise of the call
option;
11.3 the redemption shall take place in accordance with the procedures set out in paragraph 11 below.
12. The procedures for enabling redeemable preference shareholders to exercise their options and enable the Company to
redeem the redeemable preference shares are as follows:
12.1 not less than 30 (thirty) days before the occurrence of any option exercise date, the Company shall post a notice to
redeemable preference shareholders;
12.2 the notice shall advise redeemable preference shareholders of the salient features of the call option attaching to the
redeemable preference shares, shall set out a timetable and the specific procedures approved by the JSE for the
exercise of the call option, for the issue and allotment of the ordinary shares that will result should a call option be
exercised and the redemption of the preference shares;
12.3 the call option may be exercised on behalf of a redeemable preference shareholder whose redeemable preference
shares have been dematerialised by the CSDP of such redeemable preference shareholder;
12.4 the notice shall contain a form for completion by any certificated redeemable preference shareholder wishing
to exercise the call option in respect of the relevant option exercise date and for return to the Company or its
authorised representative by a time and date which shall be not later than 14 (fourteen) days prior to the close of
business on the relevant option exercise date; and
12.5 certificated redeemable preference shareholders shall be required to deliver their share certificates together with the
completed form referred to above.
13. On the lapsing of the call option the Company shall redeem the redeemable preference shares out of monies which
may be lawfully applied for that purpose on the basis that the price payable for each redeemable preference share
on redemption of same will be at a redemption price equal to the subscription price paid per redeemable preference
share, provided that should the Company not have sufficient reserves to redeem the redeemable preference share at
a redemption price equal to the subscription price of the redeemable preference share then the price at which each
redeemable preference share shall be redeemed shall be calculated by taking the reserves available for the redemption
of the redeemable preference shares and dividing that amount by the number of redeemable preference shares to be
redeemed.
14. Upon the date of redemption of any redeemable preference shares there shall be paid all preference dividends (including
any which are in arrear) outstanding in respect of the same, up to the date fixed for redemption thereof.
15. In respect of redeemable preference shares where the call option has lapsed, the preference dividends thereon shall cease
to accrue from that date unless, upon surrender of the share certificate in respect of the preference shares, payment of the
redemption monies is not effected by the Company.
16. The Company shall not be liable to a redeemable preference shareholder for interest on any unclaimed redemption
monies and arrear dividends.
17. Any preference dividends (including any which are in arrear) that remain unclaimed for 3 (three) years may become the
property of the Company.
18. The redeemable preference shares will, subject to the approval of the JSE, be listed on the JSE.
19. Any redeemable preference shares in the authorised capital of the Company that are not issued in the rights offer will be
automatically cancelled on completion of the rights offer.