Wrap Text
Declaration announcement in respect of the Ububele rights offer
Ububele Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/011074/06)
Share code: UBU
ISIN Code: ZAE000140182
(“Ububele” or “the Company” or “the Group”)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE UBUBELE RIGHTS
OFFER
Shareholders are hereby advised that Ububele intends to
raise R17 601 033 by way of an underwritten renounceable
rights offer (“the Rights Offer”) of 53 336 464 new Ububele
ordinary share to qualifying shareholders at a subscription
price of 33 cents per Rights Offer Share, in the ratio of
29.89413 Rights Offer Shares for every 100 Ububele ordinary
shares held on the Rights Offer record date, being Friday,
4 April 2014.
RATIONALE FOR THE RIGHTS OFFER
Ububele requires a fresh injection of capital in order to
reduce existing debt levels and to improve the gearing of
the Company. Net proceeds from the Rights Offer will be
used by the Group to:
- reduce normal trade creditors;
- reduce the Land Bank credit facility utilised; and
- to make provision for a foreign exchange cover
policy to be implemented.
The above is not an exhaustive list of Ububele’s planned
use of the Rights Offer funds. Additional projects may be
funded from cash generated by the Company from operations
during the normal course of business.
SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 53 336 464 new ordinary
shares (“Rights Offer Shares”) will be offered to Ububele
shareholders recorded in Ububele’s share register at the
close of business on Friday, 4 April 2014 (“Record Date”),
at a subscription price of 33 cents per Rights Offer Share,
in the ratio of 29.89413 Rights Offer Shares for every 100
Ububele shares held.
The Rights Offer price represents a premium of 10% to the
30 day volume-weighted average traded price of Ububele
shares on the JSE Limited (“JSE”) as at 3 March 2014, being
the date on which the Rights Offer was approved by the
Ububele board of directors.
Excess applications for Rights Offer Shares will not be
allowed and any Rights Offer Shares that are not accepted,
renounced or sold shall revert back to the underwriter. The
Rights Offer is not conditional upon any minimum
subscription being obtained.
The Rights Offer Shares issued will rank pari passu with
the existing issued shares of Ububele.
UNDERWRITING
The Rights Offer will be fully underwritten by Rovic Agri
Proprietary Limited (“Underwriter”), for an underwriting
fee of 2% of the amount underwritten.
PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
Shareholders are hereby advised that the pro forma
financial effects of the Rights Offer are as set out below.
The pro forma financial effects of the Rights Offer are
presented for illustrative purposes only and because of
their nature may not give a fair reflection of the
Company’s financial position nor of the effect on future
earnings after the Rights Offer.
Set out below are the unaudited pro forma financial effects
of the Rights Offer, based on the unaudited interim results
for the six months ended 31 December 2013. The directors of
Ububele are responsible for the preparation of the
unaudited pro forma financial information:
Interim Pro forma Percentage
financial financial change
information information
before the after the
Rights Offer Rights Offer
Net asset value (4.84) 3.49 172
per share
(cents)
Net tangible (49.73) (31.07) 38%
asset value per
share (cents)
Basic earnings (13.72) (10.25) 25%
per share
(cents)
Diluted earnings (13.72) (10.25) 25%
per share
(cents)
Basic headline (9.08) (6.68) 26%
earnings per
share (cents)
Diluted headline (9.08) (6.68) 26%
earnings per
share (cents)
Number of shares 178 382 824 231 719 288 30%
issued (‘000)
Basic 178 382 824 231 719 288 30%
Diluted 178 382 824 231 719 288 30%
Weighted average 178 382 824 231 719 288 30%
number of shares
issued (‘000)
Basic 178 382 824 231 719 288 30%
Diluted 178 382 824 231 719 288 30%
Notes and assumptions:
1. The “Interim financial information before the Rights
Offer” figures are extracted from the unaudited interim
results for the six months ended 31 December 2013.
2. The net asset value per share and net tangible asset
value per share figures are calculated based on the
actual number of shares in issue at 31 December 2013.
3. The basic earnings per share and headline earnings per
share figures are calculated based on the weighted
average number of shares in issue at 31 December 2013.
The diluted basic earnings per share and diluted
headline earnings per share are calculated based on the
diluted weighted average number of shares in issue at
31 December 2013.
4. 53 336 464 Rights Offer Shares are assumed to have been
issued at a subscription price of 33 cents per Rights
Offer Share in the ratio of 29.89413 Rights Offer shares
for every 100 Ububele shares held pursuant to the Rights
Offer thereby raising capital of R17 601 033.
5. The net proceeds of the Rights Offer after deduction of
estimated transaction costs of R872 000 have been
assumed to have been utilised for the repayment of debt
and overdraft facilities.
6. The “Pro forma financial information after the Rights
Offer” column is based on the assumption that the Rights
Offer was implemented on 31 December 2013 for statement
of financial position purposes, and implemented on 1
July 2013 for statement of comprehensive income
purposes.
7. All adjustments, except for transaction costs, are
expected to have a continuing effect.
SALIENT DATES AND TIMES
The salient dates and times relating to the Rights Offer
are set out below.
Finalisation Announcement published on SENS Monday, 24
March 2014
Last day to trade in Ububele shares in order to Friday,
settle trades by the Record Date for the Rights 28 March 2014
Offer and to qualify to participate in the
Rights Offer (cum entitlement) on
Ububele shares commence trading ex-rights on the Monday, 31
JSE at 09:00 on March 2014
Listing of and trading in the letters of Monday, 31
allocation under the JSE Code UBUN and ISIN March 2014
ZAE000189460 commences at 09:00 on
Circular and form of instruction posted to Tuesday,
shareholders on 1 April 2014
Record Date for purposes of determining the Friday,
Ububele shareholders entitled to participate in 4 April 2014
the Rights Offer at the close of business on
Rights Offer opens at 09:00 on Monday,
7 April 2014
Holders of certificated Ububele shares will have [Monday,
their letters of allocation credited to an 7 April 2014
electronic register at the transfer secretaries
on
Holders of dematerialised Ububele shares will Monday,
have their accounts at their CSDP or broker 7 April 2014
automatically credited with their letters of
allocation on
Last day to trade in letters of allocation in Thursday, 10
order to settle trades by the Record Date for April 2014
the Rights Offer and participate in the Rights
Offer at the close of business on
Last day for form of instruction to be lodged Thursday, 10
with the transfer secretaries by holders of April 2014
certificated Ububele shares wishing to sell all
or part of their Rights Offer Entitlement by
12:00 on
Listing and trading of Rights Offer Shares Friday, 11
commences on the JSE at 09:00 on April 2014
Last day for form of instruction to be lodged Thursday, 17
with the transfer secretaries by holders of April 2014
certificated Ububele shares wishing to subscribe
for or renounce all or part of their Rights
Offer Entitlement by 12:00 on
Rights Offer closes at 12:00 and payment to be Thursday, 17
made on April 2014
Record date for letters of allocation on Thursday, 17
April 2014
Payment to be made by certificated shareholders Tuesday, 22
April 2014
CSDP/broker accounts credited with Rights Offer Tuesday, 22
Shares and debited with the payments due in April 2014
respect of holders of dematerialised Ububele
shares on
Rights Offer Share certificates in terms of the Tuesday, 22
Rights Offer posted to holders of certificated April 2014
Ububele shares on or about
Results of Rights Offer announced on SENS on Tuesday, 22
April 2014
Notes:
- Any changes to the above salient dates and times
will be announced on SENS.
- All times referred to in the announcement are
local times in South Africa.
- Holders of dematerialised Ububele shares are
required to notify their CSDP or broker of the
action they wish to take in respect of the Rights
Offer in the manner and by the time stipulated in
the agreement governing the relationship between
the Ububele shareholder and his CSDP or broker.
- Ububele share certificates may not be
dematerialised or rematerialised between, Monday,
31 March 2014, and Friday, 4 April 2014, both
days inclusive.
- CSDPs effect payment in respect of holders of
dematerialised Rights Offer Shares on a delivery
versus payment basis.
- To the extent that the rights are accepted,
dematerialised shareholders will have their
accounts at their CSDP automatically credited
with their rights and certificated shareholders
will have their rights credited to an account at
Computershare.
FOREIGN SHAREHOLDERS
Any shareholder resident outside the common monetary area
who receives the Rights Offer circular and form of
instruction, should obtain advice as to whether any
governmental and/or any other legal consent is required
and/or any other formality must be observed to enable such
a subscription to be made in terms of such form of
instruction.
The Rights Offer does not constitute an offer in any
jurisdiction in which it is illegal to make such an offer
and the Rights Offer circular and form of instruction
should not be forwarded or transmitted by recipients
thereof to any person in any territory other than where it
is lawful to make such an offer.
The Rights Offer Shares have not been and will not be
registered under the Securities Act of the United States of
America. Accordingly, the Rights Offer Shares may not be
offered, sold, resold, delivered or transferred, directly
or indirectly, in or into the United States or to, or for
the account or benefit of, United States persons, except
pursuant to exemptions from the Securities Act. The Rights
Offer circular and the accompanying documents are not
being, and must not be, mailed or otherwise distributed or
sent in, into or from the United States. The Rights Offer
circular does not constitute an offer of any securities for
sale in the United States or to United States persons.
The Rights Offer contained in the Rights Offer circular
does not constitute an offer in the District of Colombia,
the United States, the Dominion of Canada, the Commonwealth
of Australia, Japan or in any other jurisdiction in which,
or to any person to whom, it would not be lawful to make
such an offer. Non-qualifying shareholders should consult
their professional advisers to determine whether any
governmental or other consents are required or other
formalities need to be observed to allow them to take up
the Rights Offer, or trade their entitlement. Shareholders
holding Ububele shares on behalf of persons who are non-
qualifying shareholders are responsible for ensuring that
taking up the Rights Offer, or trading in their
entitlements under that offer, do not breach regulations in
the relevant overseas jurisdictions.
RIGHTS OFFER CIRCULAR
A circular containing full details of the terms of the
Rights Offer and a form of instruction in respect of a
letter of allocation will be posted, on or about Tuesday,
1 April 2014, to all certificated shareholders deemed to
be recorded in the register as such on the Record Date. A
circular will be posted on 7 April 2014 to dematerialised
shareholders recorded in the register on the Record Date.
Cape Town
06 March 2014
Transaction adviser and Designated adviser: PSG Capital
(Proprietary) Limited
Date: 06/03/2014 09:04:00 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.
Sharenet Sites 
