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OMN - Omnia Holdings Limited - Declaration data announcement for R1 Billion

Release Date: 29/07/2010 16:18:10      Code(s): OMN
OMN - Omnia Holdings Limited - Declaration data announcement for R1 Billion     
capital raising exercise                                                        
OMNIA HOLDINGS LIMITED                                                          
(Incorporated in the Republic of South Africa)                                  
(Registration number 1967/003680/06)                                            
JSE code: OMN                                                                   
ISIN: ZAE000005153                                                              
JSE Code for letters of allocation: OMNN                                        
ISIN for letters of allocation: ZAE000147450                                    
("Omnia" or "the Company")                                                      
1    INTRODUCTION                                                               
    Omnia ordinary shareholders ("Shareholders") are referred to the            
    announcement published by the Company on SENS on Thursday, 20 May 2010      
    which provided details of a proposed R1 billion capital raising ("Capital   
Raising") to be implemented by Omnia by way of a specific issue of 3        
    million new ordinary shares in the share capital of Omnia ("Ordinary        
    Shares") for cash, if specifically approved by Shareholders ("the Specific  
    Issue") and/or a claw back offer and rights offer of a maximum of 20        
million new Ordinary Shares ("Offer Shares") at R50 (fifty Rand)            
    ("Subscription Price") per Offer Share ("the Offer").                       
    Shareholders are further referred to the announcement published by the      
    Company on SENS on Friday, 9 July 2010 informing Shareholders that the      
resolutions necessary to implement the Capital Raising had been approved by 
    the requisite majority of Shareholders. The resolution proposing the        
    Specific Issue was not approved.  Accordingly, the Company will implement   
    the R1 billion Capital Raising by way of the Offer.                         
In order to provide certainty regarding the outcome of the Capital Raising, 
    the Company has entered into commitment and underwriting agreements with    
    certain institutional investors in terms of which they have agreed to       
    subscribe for Offer Shares at the Subscription Price, and has furthermore   
obtained irrevocable undertakings from certain Shareholders to follow their 
    rights in terms of the Offer and/or apply for Offer Shares in excess of     
    their entitlement in terms of the Offer, at the Subscription Price          
    (collectively, "Offer Commitments").                                        
2    SUMMARY OF OFFER COMMITMENTS                                               
    The Offer Commitments received from institutions and Shareholders are       
    detailed below:                                                             
    OFFER COMMITMENTS PROVIDED BY:                           ZAR COMMITTED      
Sanlam Investment Management (Pty) Limited and Sanlam     R400 million      
    Investment Management, a division of Sanlam Life                            
    Insurance Limited ("SIM")                                                   
    Coronation Asset Management (Pty) Limited                 R300 million      
Industrial Development Corporation of South Africa        R250 million      
    Limited ("IDC")                                                             
    Cadiz Asset Management (Pty) Limited                       R50 million      
    Total                                                       R1 billion      
The Offer Commitments attract a fixed commitment fee of 1.5%, the payment   
    of which has become unconditional, of the amount of such                    
    subscription/underwriting commitments provided by the above institutions    
    and Shareholders. Further details of the Offer and the Offer Commitments    
will be provided in a circular to Shareholders.                             
    The Offer Commitments remain subject to, inter alia, the condition that the 
    finalisation announcement in respect of the Offer, as contemplated in the   
    JSE Limited ("JSE") Listings Requirements ("Listings Requirements"), is     
made by 20 August 2010.                                                     
3    PROPOSED TIMETABLE                                                         
    The proposed timetable relating to the Offer is detailed below:             
Offer finalisation announcement released on SENS             Thursday, 5 August 
Offer finalisation announcement published in the               Friday, 6 August 
Last day to trade in Ordinary Shares in order to              Friday, 13 August 
settle by the record date and to qualify to                                     
participate in the Offer  (cum entitlement)                                     
Listing of letters of allocation ("LAs") on the               Monday, 16 August 
securities exchange operated by the JSE commences at                            
commencement of trading                                                         
Ordinary Shares commence trading ex-rights on the             Monday, 16 August 
securities exchange operated by the JSE at                                      
commencement of trading                                                         
Record date for participation in the Offer at the             Friday, 20 August 
close of business                                                               
Offer circular and, where applicable, a form of               Monday, 23 August 
instruction posted to Shareholders                                              
Offer opens at commencement of trading                        Monday, 23 August 
Dematerialised Shareholders will have their accounts          Monday, 23 August 
at their CSDP or broker                                                         
automatically credited with their entitlement                                   
Certificated Shareholders on the register will have           Monday, 23 August 
their entitlement credited                                                      
to an account held with Omnia`s transfer secretaries                            
Last day to trade in LAs on the securities exchange         Friday, 3 September 
operated by the JSE                                                             
Listing of Offer Shares and trading therein commences       Monday, 6 September 
at commencement of trading                                                      
Offer closes at 12:00 - payments to be made and forms      Friday, 10 September 
of instruction in                                                               
respect of LAs lodged by certificated Shareholders by                           
12:00 (see note 5)                                                              
Record date for LAs                                        Friday, 10 September 
Dematerialised Shareholders ` accounts will be             Monday, 13 September 
updated with entitlements and                                                   
debited with money by their CSDP or broker and                                  
certificates posted to certificated Shareholders                                
Results of Offer released on SENS                          Monday, 13 September 
Results of Offer published in the press                   Tuesday, 14 September 
Dematerialised Shareholders ` accounts will be            Tuesday, 14 September 
updated with excess Offer Shares (if any) and debited                           
with money by their CSDP or broker                                              
Share certificates and/or refund cheques in respect     Wednesday, 15 September 
of applications for excess shares will be posted to                             
certificated Shareholders on or about                                           
    1    All times referred to in this announcement are South African times.    
    2    Ordinary Shares may not be dematerialised or rematerialised between    
Monday, 16 August 2010 and Friday, 20 August 2010, both days           
    3    Dematerialised Shareholders are required to notify their duly          
         appointed CSDP or broker of their acceptance of the Offer Shares in    
the manner and within the time stipulated in the agreement governing   
         the relationship between the Shareholder and his/her CSDP or broker.   
    4    The CSDP or broker accounts of Dematerialised Shareholders will be     
         automatically credited with Offer Shares to the extent to which they   
have accepted the Offer. Omnia share certificates will be posted, by   
         registered post at the Shareholder`s risk, to certificated             
         Shareholders in respect of the Offer Shares which have been accepted.  
    5    CSDP`s effect payment in respect of dematerialised Shareholders on a   
delivery versus payment basis.                                         
    6    Any changes to the dates referred to in this announcement will be      
         published on SENS and in the South African press.                      
    7    The LA`s will trade under the JSE code OMNN and have been allocated an 
ISIN of ZAE000147450.                                                  
4    SUSPENSIVE CONDITIONS                                                      
    The Offer remains subject to, inter alia, the following suspensive          
*    the Offer Commitments becoming unconditional; and                 
         *    the Offer circular being approved by CIPRO, to the extent         
    An announcement confirming that the Offer has become unconditional will be  
released on SENS and published in the press as soon as the suspensive       
    conditions have been fulfilled.                                             
5    RESTRICTIONS                                                               
    The Offer Shares have not been and will not be registered for the purposes  
of the Offer under the securities laws of the United Kingdom, Canada,       
    United States of America or any other country outside South Africa and      
    accordingly, except as stated below, are not being offered, sold, taken up, 
    re-sold or delivered directly or indirectly to rights recipients with       
registered addresses outside South Africa. Therefore, this Circular is sent 
    to them for information purposes only. In this regard, the approval of      
    Companies and Intellectual Property Registration Office in terms of section 
    142(2) (a) of the Companies Act, No 61 of 1973, has been obtained to        
exclude Shareholders not resident within South Africa. The rights           
    attributable to such Shareholders will, if a premium can be obtained over   
    the expenses of sale, be sold on the JSE, for the benefit of such           
    Shareholders as soon as practicable. However, if the net proceeds of sale   
in relation to any such Shareholder are less than R5, they will be retained 
    for the benefit of Omnia. No LAs will be sent, therefore, to any            
    Shareholders whose registered address is in the United Kingdom, Canada, the 
    United States or any other country outside South Africa.                    
For the purposes of the above, "United States" means the United States of   
    America (including the States and District of Columbia), its territories,   
    its possessions and all areas subject to its jurisdiction and "United       
    States person" means a citizen or resident of the United States, a          
corporation, partnership or other entity created or organised in or under   
    the laws of the United States and an estate or trust, the income of which   
    is subject to United States Federal Income Taxation regardless of its       
6    EXCESS APPLICATIONS                                                        
    LA holders will be permitted to apply for additional Offer Shares over and  
    above their entitlement in terms of their LA`s.                             
    In terms of the commitment agreement and underwriting agreement             
("Agreements") entered into by Omnia with IDC and SIM respectively, Offer   
    Shares remaining after the allotment of Offer Shares to LA holders in terms 
    of the Offer, will be allotted to IDC and SIM pro rata in accordance with   
    the amount of their commitments to the Offer as detailed in paragraph 2     
above, provided that at least 25% of the Offer Shares not taken up by LA    
    holders in the Offer, will be made available to LA holders who wish to      
    apply for Offer Shares in excess to their entitlement ("Excess Shares").    
    In order to allow for further participation in the Offer by LA holders who  
wish to apply for Excess Shares ("Excess Share Applicants") at least 25% of 
    the Offer Shares not taken up by LA holders in terms of the Offer will be   
    available for allotment to Excess Share Applicants.                         
    If Excess Shares are available to be allocated, the pool of Excess Shares   
will be allocated in an equitable manner in accordance with the Listings    
29 July 2010                                                                    
N J Crosse, R B Humphris, F D Butler, D L Eggers, N K H Fitz-Gibbon, R          
Havenstein, H H Hickey,                                                         
Prof S S Loubser, Dr W T Marais, D C Radley, T R Scott.                         
Sole Bookrunner, Corporate Advisor and Sponsor                                  
One Capital                                                                     
Cliffe Dekker Hofmeyr Incorporated                                              
Date: 29/07/2010 16:18:10 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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information disseminated through SENS.                                          

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