Summarised terms of the N-Ordinary shares
Altron has two securities listed on the JSE, namely ordinary shares and N-Ordinary shares. The ordinary and N-Ordinary shares, other than in respect of voting, rank pari passu for earnings and dividends. The N-Ordinary shares have been classified by the JSE Limited as an “N” share, due to their lower voting rights. Accordingly both classes of shares must be taken into account when determining the market capitalisation of Altron. The terms of the N-Ordinary shares are summarised below :-
Par Value (nominal value)
The N-Ordinary shares have a par value of 0.01 cent per share while the ordinary shares have a par value of 2 cents per share.
Earnings and Dividends
The N-Ordinary shares rank pari passu with the ordinary shares in terms of earnings and dividends.
Holders of N-Ordinary shares may attend general meetings of the company but may only vote in the following circumstance :-
- where no dividend on the N-Ordinary shares in respect of any financial year has been declared and paid within six months of the end of the financial year;
- upon the winding up of Altron;
- the resolution before the meeting involves the disposal of the whole or substantially the whole of the undertaking of the company or the whole or the greater part of the assets of the company;
- the resolution before the meeting directly affects the rights attaching to the N-Ordinary shares;
- where dividends remain in arrears and unpaid for more than 6 months; and
- otherwise in accordance with Altron’s articles of association.
In such circumstances, a holder of the N-Ordinary shares will be entitled on a poll, to that proportion of the total votes of Altron which the aggregate of the nominal value of the N-Ordinary shares held by him bears to the aggregate nominal value of all the shares in Altron.
Holders of N-Ordinary shares are entitled to receive financial statements, notices of general meetings and other reports issued by the company from time to time.
No resolution for the voluntary winding up of Altron or the creation of shares ranking in priority to or pari passu with the N-Ordinary shares may be passed, unless the N-Ordinary shareholders have given their prior consent thereto at a separate class meeting of the N-Ordinary shareholders.
Bonus or Capitalisation Awards
Holders of N-Ordinary shares are entitled to participate in any bonus or capitalisation issues or other offer of securities made to the holders of the ordinary shares on the basis that, in respect of each N-Ordinary share so held, the holder thereof will be offered or entitled to receive such number of N-Ordinary shares or like securities having the same voting rights as the N-Ordinary shares on a basis and terms relative to each ordinary share.
Distribution of Assets
Holders of N-Ordinary shares are entitled to participate in any offer or distribution of assets made by Altron to ordinary shareholders. The offer or distribution in terms thereof in respect of each N-Ordinary share shall be on the basis and terms relative to each ordinary share.
Holders of N-Ordinary shares are entitled on winding up to receive out of the surplus assets in priority to the holders of the ordinary shares, payment of the nominal value per N-Ordinary share. Thereafter, once the ordinary shares have received a distribution of the equivalent nominal value per N-Ordinary share, each N-Ordinary share shall rank equally with the ordinary shares in any surplus then remaining.
In view of the permanent nature of the N-Ordinary share to Altron’s share capital, the JSE Limited has defined the N-Ordinary share (due to its lower voting rights) as an “N” share and both classes of shares are taken into account when calculating Altron’s market capitalisation.
Variation of Rights
The rights attaching to the N-Ordinary shares may be varied only with the prior consent thereto at a separate class meeting of the N-Ordinary shareholders.