Powerspeed Electrical – Guide to the Company Share Buyback
authorised by the Board of Directors on 14 December 2020
Definitions
| OTC Trading | means over-the-counter trading: trading of shares outside of a recognised stock exchange |
| Initial Offer Price | means ZWL 6.70 offered with effect from 11 January 2021 |
| Offer | means a share buyback offer by the Company commencing 11 January 2021 authorised by the Board of Directors on 14 December 2020 |
| Sponsoring Broker | means Imara Securities Limited, the authorised broker for buyers and sellers of the Company’s shares |
| Weekly Buyback Offer Price | means the weekly price offered by the Company in terms of the Offer |
| Transfer Agent | means First Transfer Secretaries Pvt Limited, the party responsible for the Company share register recording the transactions between buyers and sellers |
OTC Trading
Powerspeed Electrical Limited (the Company) delisted from the Zimbabwe Stock Exchange on 18 December 2020.
To enable shareholders to trade Powerspeed shares on an informed basis and receive a fair price an over-the-counter (OTC) share trading governance and communications framework was implemented with effect from 11 January 2021.
This framework comprises systems to match buyers and sellers and enable fair trading in the Company’s shares, and the implementation of share transfer systems, financial reporting, the appointment of brokers and the appointment of supporting consultants.
Commissions on Trading
The Company has undertaken to meet all trading commissions and costs of shareholders trading less than 1000 shares on a case by case basis.
Authority
Shareholders are referred to the Extraordinary General Meeting Results (EGM) published on the Company Website on 16 December 2020 and the subsequent notice – Over the Counter Share Trading and Share Buyback published on 21 December 2020.
In aggregate in any one financial year, the Offer shall not exceed 384,438,929 of the Company’s issued ordinary share capital.
Value of such purchased ordinary shares shall not exceed the net asset value of the Company.
Directors of the Company are to utilise the authority provided from the EGM for the Offer to a future date provided that the cash reserves of the Company are in excess of its requirements and the transaction is considered to be in the best interests of shareholders generally.
In considering cash availability the Directors will take account of inter alia, the long term cash needs of the Company, and will ensure that the Company will remain solvent after the repurchase.
Commencement of the Offer
Under the Offer the Company commenced offers to purchase an indicative cumulative 20 000 ordinary shares per working day (the Weekly Buyback Offer Volume), at the Weekly Buyback Offer Price with effect from 11 January 2021.
Initial Offer Price
The Weekly Buyback Offer Price, for the period 11 January 2021 to 15 January 2021, commenced at ZWL$6.70 per share.
Price Information
The Weekly Buyback Offer Price shall be communicated to the market weekly commencing 9am on Monday mornings through the Company Website for a stated offer period.
Trading Information
In addition, the Company Website will also display the highest bid price, the lowest offer price, the previous day traded price (if applicable) and the volume traded in the previous day. The data shall be inclusive of all trading (including share trading subject to the Offer).
Ongoing Disclosure
The cumulative number of ordinary shares purchased in the Offer and the outstanding shares subject to the Offer and the calendar expiry date of the Offer shall be disclosed as part of planned half-yearly earnings publications.
Daily email alerts will be published to opt-in registrants when any ordinary share trades are recorded.
Share Trading Price Above the Offer Price
Third-party investors are free to trade the Company’s ordinary shares through the Sponsoring Broker at a price higher than the Weekly Buyback Offer Price.
Revocation of Offer
The Company reserves the right to amend and or revoke the Offer at any time, which revocation shall be communicated to the market through the Company website.
Sponsoring Broker to the Offer
The Company has appointed Imara Securities to receive buying and selling instructions from investors with respect to the Offer. Please contact the following:
Name: Mr Kuda Mundowozi
Address: Block 2, First Floor Tendeseka Office Park, Samora Machel Avenue East, Harare, Zimbabwe
Phone: +263 242 798098/790590/
eMail: [email protected]
Website: https://www.imaracapital.com/imara-edwards-securities/
Other Information and Support
Disclosure Guidelines
A Guide to Disclosure Guidelines, downloadable from the Company Website, contains information on key disclosure practices of OTC Trading.
Powerspeed Electrical – Disclosure Guidelines for OTC Trading – 11 January 2021.pdf
Guide to OTC Trading
A Guide to OTC Trading and Investor Relations, downloadable from the Company Website, contains information on the process, costs and mechanisms of trading and other key investor relations and disclosure information.
Powerspeed Electrical – Guide to OTC Trading – 11 January 2021.pdf
Insider Trading Guidelines
The Company has appointed First Transfer Secretaries to manage the OTC Trading under audited mandated governance procedures to ensure that the matching of buyers and sellers of shares is carried out in a fair and equitable manner.
Powerspeed Electrical – Insider Trading Guidelines for OTC Trading – 11 January 2021.pdf
Company Website
A knowledgebase of common questions and answers with online support is available through the Company website. Shareholders and the general public are invited to register to receive corporate action announcements by way of email by registering on the Company’s investor relations website www.powerspeed.co.zw.
Download the .pdf version:
Powerspeed Electrical – Guide to the Share Buyback – 11 January 2021.pdf
