Samroc Annual Report 2008

Samroc is listed on the Venture Capital sector of the JSE Limited (“JSE”). The company has seen significant changes during the past twelve months to its capital structure, its major shareholders and its board of directors.

Capital Restructure

During December 2007 the company consolidated and converted its issued share capital of 374 274 923 ordinary shares of 1 cent each on a 1-for-10 basis into 37 427 492 ordinary shares of no par value. During the period under review, the company had two issues of shares for cash raising a total of R54,15 million. The purpose of the issues was to settle the company’s long-term liabilities and to raise capital for the evaluation of new acquisitions by the company and to facilitate the recruitment of a new management team.

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Circular to Shareholders

Circular to shareholders relating to:

  • The consolidation of the existing share capital of the company;
  • the conversion of the existing share capital of the company consisting of par value shares into no
  • par value shares;
  • an increase in the authorised share capital of the company by way of the creation of convertible
  • preference shares and the subsequent conversion thereof into ordinary shares with no par value;
  • a specific issue of shares for cash;
  • a general authority to issue shares for cash;
  • the adoption of new articles of association of the company;
  • a mandatory offer to minority Samroc shareholders (“the mandatory offer”) following a change of
  • control pursuant to the specific issue of shares for cash;
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