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JCI LIMITED - Delisting Announcement

 
26 Mar 2013 - JCD 201303260039A
Delisting Announcement

JCI Limited
(Incorporated in the Republic of South Africa)
Registration number 1894/00854/06
Share code: JCD
ISIN: ZAE0000039681 (Suspended)
(”JCI” or the ”Company”)

DELISTING ANNOUNCEMENT

1.INTRODUCTION AND REASONS FOR DELISTING
1.1.JCI shareholders (“Shareholders”) are referred to :-
1.1.1.the announcement released on SENS on 18 September 2012; and
1.1.2.the Report of the Chairman and Chief Executive Officer contained in JCI’s Group Annual Financial Statements for the year ended 31 March 2012, wherein JCI communicated to its Shareholders that, as a consequence of the reduction of JCI’s indirect shareholding in Boschendal (Proprietary) Limited (”Boschendal”) from an effective 62.67% to 49%(the ”Transaction”), JCI would no longer control the majority of its assets and, as a result, it would no longer be in compliance with Paragraph 4.28(d) of the JSE Listing Requirements (the ”Requirements”), and that this may result in the delisting of JCI.
1.2.Following completion of the Transaction and in response to the JSE’s request for JCI to justify its continued listing on the Exchange, JCI acknowledged in a formal response to the JSE (the “Response”) that whilst JCI had addressed one of the reasons for its suspension, by publishing annual financial statements for the financial years ended 31 March 2005 to 31 March 2012, JCI did not publish these financial results in compliance with Paragraphs 3.16, 3.19(b), 3.20 and 8.62 of the Requirements (concerning timeous publication of IFRS compliant financial statements).
1.3.Notwithstanding that JCI brought the publication of its annual results up to date and is confident that it would be in a position to comply with the remaining Section 3 Requirements, JCI is of the view that it did not and would in future not meet the requirements in terms of Paragraph 4.28 of the Requirements having regard to the Transaction and the concomitant result of no longer having a controlling interest in its principal asset, Boschendal(reducing its shareholder interest from 62.67% to 49%).
1.4.

The JSE has notified JCI that it has carefully considered all the facts and information at its disposal and has decided to proceed with the termination of JCI’s listing in terms of Section 13(1) of the Securities Services Act and Paragraph 1.11 of the Requirements, as a consequence of JCI’s non-compliance with the Requirements as set out and described above.

1.5.Accordingly, this announcement advises Shareholders that, following its suspension since August 2005, JCI’s listing is to be terminated
2.POST DELISTING
2.1.Shareholders should note that after the delisting they will remain shareholders in the unlisted Company.
2.2.As JCI is being delisted in terms of Paragraph 1.1 of the Requirements and not in terms of Paragraph 1.14 of the Requirements, there will be no offer to Shareholders.
2.3.Post the delisting, JCI will continue dealing with the outstanding legal matters, consider all opportunities to return maximum shareholder value and continue winding-down the Company’s business in an orderly manner to realise the most benefit for Shareholders.
3.SALIENT DATES AND TIMES
The salient dates and times relating to the delisting are set out in the table below:
Last day to trade over the counterFriday, 5 April 2013
Record date for delistingFriday, 12 April 2013
Delisting date at commencement of tradeTuesday, 16 April 2013


Johannesburg
26 March 2013
Sponsor: Investec Bank Limited

Date: 26/03/2013 04:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (’JSE’). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,  information disseminated through SENS.
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