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Declaration Data Announcement regarding the Proposed Rights Offer
Chemical Specialities Limited
Incorporated in the Republic of South Africa
Registration number: (2005/039947/06)
Share code: CSP
ISIN: ZAE000109427
(“Chemspec” or “the Company”)
DECLARATION DATA ANNOUNCEMENT REGARDING THE PROPOSED RIGHTS OFFER
1. Introduction and amended 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 27
June 2013 and the revised terms announced on 2 August 2013, advising
shareholders that ChemSpec would be undertaking a capital raising of
R214,772,330 (before expenses) by way of a renounceable rights offer (“the
rights offer”)
In terms of the rights offer, 536,930,824 new Chemspec compulsory
convertible preference shares (“rights offer CCPs”) in the authorised but
unissued share capital of the Company, will be offered to Chemspec
shareholders recorded in the register at the close of trade on Friday, 1
November 2013 on the basis of 50 rights offer CCPs for every 100 Chemspec
shares held, at 40 cents per rights offer CCP. The rights offer is not being
underwritten.
2. Conditions precedent
The rights offer is subject to the JSE Limited:
- granting a listing for the Letters of Allocation and the CCPs; and
- approving the rights offer circular and supporting documents.
3. Purpose of the rights offer
The purpose of the rights offer is to raise capital to:
- fund organic growth initiatives;
- increase the balance sheet flexibility and proactively manage the
capital structure, better aligning the funding of the Group’s long term
investments with long term capital and diversifying and improving
funding sources and additional borrowing capacity; and
- further improving working capital management, leveraging increased
liquidity to obtain better terms from suppliers and strategically
building inventory in an inflationary environment.
4. Letters of Allocation
The rights to rights offer CCPs will be issued in dematerialised form and
are negotiable and can be sold on the JSE. The electronic record for
certificated shareholders will be maintained by Computershare Investor
Services (Proprietary) Limited. This will make it possible for certificated
shareholders, who are eligible to participate in the rights offer, to enjoy
the same rights and opportunities as those shareholders who have already
dematerialised their rights offer CCPs.
5. Rights offer CCPs
The CCPs will be listed on the JSE under the following:
ISIN ZAE000184305
Share Code CSPP
Short name Chemspecpref
Sector Preference shares
6. Irrevocable letters of undertaking
Chemspec has received irrevocable undertakings from shareholders holding in
the aggregate 688,880,723 Chemspec shares to follow their rights,
representing in aggregate 64.17% of the existing issued share capital of
Chemspec.
7. 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.
8. 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.
9. Financial effects of the rights offer
The financial effects of the rights offer are being finalised and will be
published in the finalisation announcement referred to below.
10. Salient dates and times
The salient dates and times pertaining to the rights offer are as follows:
The salient information announcement regarding the rights Friday, 11 October
offer released on SENS by close of business (17:00)
Finalisation announcement released on SENS by 11:00 Friday, 18 October
Last day to trade in Chemspec ordinary shares in order to Friday, 25 October
participate in the rights offer (cum entitlement)
Listing of and trading in the letters of allocation under Monday, 28 October
the JSE Code CSPN and ISIN ZAE000184313 in respect of the
rights offer CCPson the JSE commences at 09:00
Chemspec ordinary shares commence trading ex entitlement Monday, 28 October
on the JSE at 09:00
Record date for the rights offer Friday, 1 November
Rights offer opens at 09:00 and the rights offer circular Monday, 4 November
posted to shareholders
Certificated shareholders will have their letters of Monday, 4 November
allocation credited to an electronic account held at the
transfer secretaries
Dematerialised shareholders will have their accounts at Monday, 4 November
their CSDP or broker credited with their entitlement
Last day for trading letters of allocation on the JSE Friday, 15 November
Listing of maximum number of rights offer CCPs and Monday, 18 November
trading therein on the JSE commences at 09:00
Rights offer closes at 12:00. Payment to be made and form Friday, 22 November
of instruction lodged by certificated shareholders at the
transfer secretaries
Record date for the letters of allocation Friday, 22 November
Rights offer CCPs issued and posted to shareholders in Monday, 25 November
certificated form on or about
CSDP or broker accounts in respect of dematerialised Monday, 25 November
shareholders will be updated with rights offer CCPs and
debited with any payments due
Results of rights offer announced on SENS Monday, 25 November
CSDP or broker accounts in respect of dematerialised Wednesday, 27 November
shareholders will be updated with excess rights offer
CCPs (where applicable) and debited with any payments due
on or about
Excess rights offer CCPs issued (where applicable) and Wednesday, 27 November
posted to shareholders in certificated form on or about
Adjustment to the number of rights offer CCPs listed Thursday, 28 November
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
- Chemspec shareholders may not dematerialise or rematerialise their
Chemspec ordinary shares between Monday, 28 October 2013 and Friday, 1
November 2013, both dates inclusive.
11. Finalisation announcement
Chemspec anticipates that the finalisation announcement relating to the
rights offer will be released on SENS on or about 18 October 2013.
12. Posting of rights offer circular
A circular to shareholders, giving full details of the rights offer, will be
mailed to shareholders on or about Monday, 4 November 2013.
Johannesburg
11 October 2013
Corporate and Designated Advisor
Grindrod Bank Limited
Reporting Accountants and Auditors
KPMG Inc.
Date: 11/10/2013 01:28:00 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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