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Omn - Omnia Holdings Limited - R1 Billion Capital Raising Becomes

Release Date: 04/08/2010 12:37:01      Code(s): OMN
OMN - Omnia Holdings Limited - R1 Billion capital raising becomes               
unconditional                                                                   
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")                                                      
R1 BILLION CAPITAL RAISING BECOMES UNCONDITIONAL                                
FINALISATION DATA ANNOUNCEMENT                                                  
1.   INTRODUCTION                                                               
    Omnia shareholders ("Shareholders") are referred to the announcements       
    published on the Securities Exchange News Service ("SENS") on Thursday,     
20 May 2010 and Thursday, 29 July 2010 wherein Shareholders were advised    
    of a proposed R1 billion capital raising exercise to be implemented by      
    Omnia by way of a renounceable claw back offer and rights offer of 20       
    million new Omnia ordinary Shares ("Offer Shares") at R50 (fifty Rand)      
("Subscription Price") per Offer Share ("the Offer").                       
    In terms of the Offer, each Shareholder will be entitled to subscribe       
    for 42.3282 Offer Shares at R50 per Offer Share for every 100 Omnia         
    ordinary shares held by it as at Friday, 20 August 2010 ("the Record        
Date"). In addition to this entitlement to subscribe for Offer Shares,      
    Shareholders will be allowed to apply for Offer Shares in excess of         
    their entitlement at the Subscription Price. In order to ensure that the    
    full R1 billion is raised, the Company has entered into a commitment and    
an underwriting agreement 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 institutional 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").                                        
    The board of directors of Omnia is pleased to advise Shareholders that      
the following suspensive conditions pertaining to the Capital Raising       
    have been fulfilled:                                                        
    -    the Offer Commitments have become unconditional; and                   
    -    the circular setting out the detailed terms of the Offer and the       
form of instruction in respect of the renounceable letters of          
         allocation ("LAs") have been registered by the Companies and           
         Intellectual Property Registration Office.                             
    As a result the Offer has become unconditional and will be implemented      
in accordance with the timetable set out in paragraph 2 below.              
    Mr Rod Humphris, Omnia Group CEO, said:                                     
    "Omnia is pleased to announce that the capital raising has become           
    unconditional and is pleased to allow Omnia shareholders the opportunity    
to participate in the capital raising exercise embarked upon for the        
    purpose of constructing a new nitric acid complex. The commitments          
    provided to the capital raising exercise by investors and shareholders      
    guaranteeing that the full R1 billion will be raised represents a huge      
vote of confidence in Omnia. The opportunities afforded to Omnia through    
    the successful implementation of the capital raising are exciting for       
    the group."                                                                 
2.   SALIENT DATES AND TIMES                                                    
The timetable relating to the Offer is detailed below:                      
                                                2010                            
Last day to trade in Omnia ordinary shares       Friday, 13 August              
("Ordinary Shares") in order to settle by the                                   
Record Date and to qualify to participate in the                                
Offer  (cum entitlement)                                                        
Listing of LAs on the securities exchange        Monday, 16 August              
operated by the JSE Limited ("JSE") commences at                                
the commencement of trading                                                     
Ordinary Shares commence trading ex-rights on    Monday, 16 August              
the JSE at the commencement of trading                                          
Record date for participation in the Offer at    Friday, 20 August              
the close of business                                                           
The Offer circular and, where applicable, a form Monday, 23 August              
of instruction posted to Shareholders                                           
The Offer opens at the commencement of trading   Monday, 23 August              
Dematerialised Shareholders will have their      Monday, 23 August              
accounts at their centralised securities                                        
depository participant ("CSDP") or broker                                       
automatically credited with their entitlement                                   
Certificated Shareholders on the register will   Monday, 23 August              
have their entitlement credited                                                 
to an account held with Omnia`s transfer                                        
secretaries                                                                     
Last day to trade in LAs on the JSE              Friday, 3                      
                                                September                       
Listing of Offer Shares at the commencement of   Monday, 6                      
trading on the JSE                               September                      
The Offer closes at 12:00 - payments to be made  Friday, 10                     
and forms of instruction in respect of LAs       September                      
lodged by certificated Shareholders by 12:00                                    
Record date for LAs                              Friday, 10                     
September                       
Dematerialised Shareholders ` accounts will be   Monday, 13                     
updated with entitlements and debited with money September                      
by their CSDP or broker and certificates posted                                 
to certificated Shareholders                                                    
Results of the Offer released on SENS            Monday, 13                     
                                                September                       
Results of the Offer published in the press      Tuesday, 14                    
September                       
Dematerialised Shareholders ` accounts will be   Tuesday, 14                    
updated with excess Offer Shares (if any) and    September                      
debited with money by their CSDP or broker                                      
Share certificates and/or refund cheques in      Wednesday, 15                  
respect of applications for excess shares will   September                      
be posted to certificated Shareholders on or                                    
about                                                                           
Notes:                                                                          
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 inclusive.     
3.   Dematerialised Shareholders are required to notify their duly appointed    
    CSDP or broker of their acceptance of 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.                                              
LETTERS OF ALLOCATION                                                           
The LAs will be listed on the JSE on Monday, 16 August 2010 and will trade      
under the JSE code: OMNN (short name: OMNIA NPL) and have been allocated an     
ISIN number of ZAE000147450.                                                    
Johannesburg                                                                    
4 August 2010                                                                   
Directors                                                                       
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                                                                     
Attorneys                                                                       
Cliffe Dekker Hofmeyr Incorporated                                              
Date: 04/08/2010 12:37:01 Supplied by www.sharenet.co.za                     
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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