Wrap Text
Finalising information pertaining to the proposed rights offer
Jasco Electronics Holdings Limited
Incorporated in the Republic of South Africa
Registration number: (1987/003293/06)
Share code: JSC
ISIN: ZAE000003794
(“Jasco” or “the Company”)
FINALISATION INFORMATION PERTAINING TO THE PROPOSED RIGHTS OFFER
1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER
Shareholders are referred to the proposed rights offer announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 22 November 2013, advising
shareholders that Jasco would be undertaking a capital raising of R57.6 million (before
expenses) by way of a renounceable rights offer (“the rights offer”).
In terms of the rights offer, 72 million new Jasco ordinary shares (“rights offer
shares”), in the authorised but unissued share capital of the Company, will be offered for
subscription to Jasco shareholders recorded in the register at the close of trade on
Friday, 20 December 2013 who will receive rights to subscribe for rights offer shares on
the basis of 49.181 rights offer shares for every 100 Jasco shares held, for subscription
at 80 cents per rights offer share.
2. IRREVOCABLE UNDERTAKINGS AND UNDERWRITING
The rights offer is partially underwritten by Sasfin Bank Limited (“Sasfin”) and Harvibase
Investments (Proprietary) Limited (“Harvibase”) to an amount of R45 million and an
underwriting fee of R1 000 000 will be payable to Sasfin. The right of the underwriters to
subscribe for the rights offer shares in terms of the underwriting agreements shall
firstly be allocated to Sasfin, being the lead underwriter, up to a maximum of R40 000
000, and thereafter to Harvibase, being the co-underwriter, to a maximum of R5 000 000.
The right of the underwriters to subscribe for the rights offer shares, shall rank before
any/all excess application(s).
3. EXCESS APPLICATIONS
Shareholders will be permitted to apply for rights offer shares in excess of their
entitlement. Any excess applications will be allocated to applicants in an equitable
manner by the company’s directors. The right of the underwriters to subscribe for the
rights offer shares shall rank before any/all excess application(s).
4. IMPORTANT DATES AND TIMES
The dates and times in respect of the rights offer are set out in the table below:
The salient information announcement regarding the Thursday, 28 November 2013
rights offer released on SENS by close of business
(17:00)
Finalisation announcement released on SENS by 11:00 Thursday, 5 December 2013
Last day to trade in Jasco ordinary shares in order Thursday, 12 December 2013
to participate in the rights offer (cum
entitlement)
Listing of and trading in the letters of allocation Friday, 13 December 2013
under the JSE Code JSCN and ISIN ZAE000185856 in
respect of the rights offer shares on the JSE
commences at 09:00
Jasco ordinary shares commence trading ex Friday, 13 December 2013
entitlement on the JSE at 09:00
Record date for the rights offer Friday, 20 December 2013
Rights offer opens at 09:00 and the rights offer Monday, 23 December 2013
circular posted to shareholders
Certificated shareholders will have their letters Monday, 23 December 2013
of allocation credited to an electronic account
held at the transfer secretaries
Dematerialised shareholders will have their Monday, 23 December 2013
accounts at their CSDP or broker credited with
their entitlement
Last day for trading letters of allocation on the Friday, 10 January 2014
JSE
Listing of the rights offer shares and trading Monday, 13 January 2014
therein on the JSE commences at 09:00
Rights offer closes at 12:00. Payment to be made Friday, 17 January 2014
and form of instruction lodged by certificated
shareholders at the transfer secretaries
Record date for the letters of allocation Friday, 17 January 2014
Rights offer shares issued and posted to Monday, 20 January 2014
shareholders in certificated form on or about
CSDP or broker accounts in respect of Monday, 20 January 2014
dematerialised shareholders will be updated with
rights offer CCPs and debited with any payments due
Results of rights offer announced on SENS Monday, 20 January 2014
CSDP or broker accounts in respect of Wednesday, 22 January 2014
dematerialised shareholders will be updated with
excess rights offer CCPs (where applicable) and
debited with any payments due on or about
Excess rights offer shares issued (where Wednesday, 22 January 2014
applicable) and posted to shareholders in
certificated form on or about
Adjustment to the number of rights offer CCPs Wednesday, 22 January 2014
listed effected on the JSE on or about
Notes:
- Unless otherwise indicated, all times are South African times;
- CSDPs effect payment in respect of dematerialised shareholders on a delivery
versus payment method; and
- Jasco shareholders may not dematerialise or rematerialise their Jasco ordinary
shares between Friday, 13 December 2013 and Friday, 20 December 2013, both dates
inclusive.
5. FOREIGN JURISDICTIONS
Non-resident shareholders may be affected by the rights offer, having regard to prevailing
laws in their respective jurisdictions. It is the responsibility of all such persons
(including without limitation, nominees and trustees) wishing to accept the rights offer,
to satisfy themselves of the full observance of the laws of any relevant territory in
connection therewith, including obtaining any requisite governmental or other consents,
observing any other requisite formalities and paying any issue, transfer or other taxes in
connection therewith due in such territory. Non-resident shareholders that are restricted
in their respective jurisdiction cannot participate in the rights offer and consequently
their letters of allocations will lapse.
6. DOCUMENTATION
A circular to Jasco shareholders, incorporating revised listing particulars and setting
out full details of the rights offer, will be posted to shareholders on or about Monday,
23 December 2013. A form of instruction in respect of the LAs will be enclosed with the
circular for use by Jasco shareholders who have not dematerialised their Jasco shares.
7. JSE APPROVAL
The JSE has approved the rights offer and there are no conditions precedent to the rights
offer taking place.
Johannesburg
5 December 2013
Corporate Advisor and Sponsor
Grindrod Bank Limited
Reporting Accountants and Auditors
Ernst & Young Inc.
Lead underwriter
Sasfin Bank Limited
Co-underwriter
Harvibase Investments (Pty) Limited
Date: 05/12/2013 11:13:00 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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