Wrap Text
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")
DECLARATION DATA ANNOUNCEMENT FOR R1 BILLION CAPITAL RAISING EXERCISE
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:
2010
Offer finalisation announcement released on SENS Thursday, 5 August
Offer finalisation announcement published in the Friday, 6 August
press
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
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 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
conditions:
* the Offer Commitments becoming unconditional; and
* the Offer circular being approved by CIPRO, to the extent
required.
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
source.
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
Requirements.
Johannesburg
29 July 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: 29/07/2010 16:18:10 Supplied by www.sharenet.co.za
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