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Declaration Announcement in respect of the Mantengu Rights Offer
MANTENGU MINING LIMITED
(Formerly Mine Restoration Investments Limited)
Incorporated in the Republic of South Africa
(Registration number: 1987/004821/06)
Share code: MTU ISIN: ZAE000302360
("Mantengu" or “the Company”)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE MANTENGU RIGHTS OFFER
1. INTRODUCTION
Shareholders are hereby advised that Mantengu intends to raise an amount of R15 million by way of
a fully underwritten renounceable rights offer (“Rights Offer”), in terms of which Mantengu will offer a
total of 15 000 000 000 new ordinary shares of no par value (“Rights Offer Shares”) to qualifying
shareholders at a subscription price of 0.1 cent per Rights Offer Share (“Rights Offer Subscription
Price”), in the ratio of 10.84106 Rights Offer Shares for every 100 Mantengu shares (“Shares”)
(“Ratio”) held at the close of business on the record date for the Rights Offer, being Friday,
25 November 2022 (“Initial Record Date”).
2. RATIONALE FOR THE RIGHTS OFFER
Shareholders are referred to the circular dated Monday, 30 May 2022 regarding, inter alia, the related
party acquisition by Mantengu of 100% of Langpan Mining Co Proprietary Limited (“Langpan”) from
the Langpan shareholders (“Vendors”) for an aggregate consideration of R550 million, which
purchase consideration was settled by way of issue of 137 500 000 000 Mantengu shares
(“Consideration Shares”) (“Langpan Acquisition”). As set out in the circular, it was the intention
of the Company, following the implementation of the Langpan Acquisition and the issue of the
Consideration Shares, to provide those shareholders recorded in the register of Mantengu
shareholders (“Register”) prior to the implementation thereof, the opportunity to minimise the effect
of the issue of the Consideration Shares and to participate in the Rights Offer.
The Vendors have agreed not to take up or renounce any rights relating to the Consideration Shares
in order to mitigate the dilutionary effect of the Langpan Acquisition on shareholders.
The proceeds from the Rights Offer will be used for working capital and debt settlement purposes.
3. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, Mantengu will offer the Rights Offer Shares to qualifying shareholders
at the Rights Offer Subscription Price in the Ratio on the Initial Record Date. If fully subscribed,
Mantengu will raise an amount of R15 million in terms of the Rights Offer.
Upon allotment and issue, the Rights Offer Shares will rank pari passu in all respects, including
dividends, with the existing ordinary shares in issue.
Qualifying shareholders who hold less than 100 Shares or who do not hold a multiple of 100 Shares,
will be entitled, in respect of such holdings, to participate in the Rights Offer in accordance with the
table of entitlement (“Entitlement”) to be set out in the Rights Offer circular to be dated on or about
Monday, 21 November (“Circular”) and distributed to shareholders as set out in paragraph 8 below.
The allocation of Rights Offer Shares will be such that qualifying shareholders will not be allocated
a fraction of a Rights Offer Share and as such, any Entitlement to receive a fraction of a Rights Offer
Share which:
- is less than one-half of a Rights Offer Share, will be rounded down to the nearest whole number;
- is equal to or greater than one-half of a Rights Offer Share but less than a whole Rights Offer
Share, will be rounded up to the nearest whole number.
Qualifying shareholders will not be obliged to take up their full allocation of Rights Offer Shares and
may take up a part only.
Excess application for Rights Offer Shares will not be permitted.
4. UNDERWRITING
Mantengu has entered into underwriting agreements with each of the following underwriters in terms
of which the underwriters have committed to underwrite R15 million of the Rights offer on the basis
that:
- in the first instance, Kianalilly Proprietary Limited will have first right to underwrite the first
R1.4 million of the Rights Offer Shares not taken up by qualifying shareholders; and
- in the second instance, the balance up to R13.6 million thereof will be apportioned as follows:
o the Gamsy Family Trust - 69%, subject to a maximum amount of R9 408 270;
o Growth Equities Proprietary Limited - 17%, subject to a maximum amount of R2 317 089;
o POCOT Trust - 4%, subject to a maximum amount of R609 760;
o Douglas Welsh - 3%, subject to a maximum amount of R400 000;
o GNT Mining Proprietary Limited - 3%, subject to a maximum amount of R308 880;
o KAG Trust - 1%, subject to a maximum amount of R200 000;
o JS Geyer - 1%, subject to a maximum amount of R180 000; and
o Parkview Trust - 1%, subject to a maximum amount of R180 000,
which amounts will correspondingly reduce/settle the loan balances of their respective loans.
Further details of the underwriting agreements, and the loans as applicable, will be set out in the
Circular.
5. CONDITIONS PRECEDENT
The implementation of the Rights Offer is subject to approval being obtained from the JSE Limited
(“JSE”) of the Circular and for the listing of the Letters of Allocation and the Rights Offer Shares.
6. SALIENT DATES AND TIMES
The proposed salient dates and times in respect of the Rights Offer are set out below:
2022
Rights Offer Declaration Data announcement released on SENS Tuesday, 15 November
Rights Offer Finalisation announcement released on SENS (before
11:00) Thursday, 17 November
Publication of Circular, including Form of Instruction, on Mantengu’s
website Monday, 21 November
Last day to trade in Mantengu shares in order to be eligible to
participate in the Rights Offer Tuesday, 22 November
Shares trade ex Entitlement from commencement of trade on Wednesday, 23 November
Listing of and trading of Letters of Allocation on the JSE under JSE
code “MTUN” and ISIN ZAE000315677 from commencement of
trade on Wednesday, 23 November
Circular, including Form of Instruction, distributed to certificated
shareholders on Thursday, 24 November
Record date for the Rights Offer for purposes of determining the
shareholders entitled to participate in Rights Offer (Initial Record
Date) at the close of business Friday, 25 November
Rights Offer opens at 09:00 on Monday, 28 November
Letters of Allocation credited to an electronic account held at the
Transfer Secretaries in respect of qualifying shareholders holding
certificated shares on Monday, 28 November
Circular distributed to dematerialised shareholders Monday, 28 November
CSDP or broker accounts credited with Entitlements in respect of
qualifying shareholders holding dematerialised shares on Monday, 28 November
Last day to trade in Letters of Allocation on the JSE on Tuesday, 6 December
Last day to lodge Form of Instruction with the Transfer Secretaries
by 12:00 in respect of qualifying shareholders holding certificated
shares wishing to sell all or part of their Entitlement by 12:00 on Tuesday, 6 December
Listing of Rights Offer Shares and trading therein on the JSE
commences at 09:00 on Wednesday, 7 December
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by 12:00 in respect of qualifying shareholders holding
certificated shares wishing to subscribe for or renounce all or part
of their Entitlement on Friday, 9 December
Record date for Letters of Allocation (Final Record Date) Friday, 9 December
Last day for restricted shareholders to lodge qualified institutional
buyers’ investor letters to Mantengu at 12:00 on Friday, 9 December
Rights Offer closes at 12:00 on Friday, 9 December
In respect of qualifying shareholders holding dematerialised shares
(or their renouncees), CSDP or broker accounts debited with the
aggregate Rights Offer price and credited with Rights Offer Shares
at 09:00 on Monday, 12 December
In respect of qualifying shareholders holding certificated shares (or
their renouncees), share certificates in respect of the Rights Offer
Shares posted on or about Monday, 12 December
Results of Rights Offer announced on SENS on Monday, 12 December
Notes:
1. All times are local times in South Africa.
2. Holders of dematerialised 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 dematerialised shareholder and his CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Wednesday, 23 November 2022
and Friday, 25 November 2022, both days inclusive.
4. CSDPs effect payment in respect of holders of dematerialised Rights Offer Shares on a delivery versus
payment basis.
5. 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 the Transfer Secretaries.
6. Share certificates will be posted, by registered post at the risk of qualifying shareholders holding
certificated shares (or their renouncees) to the extent to which they have accepted the Rights Offer.
7. RESTRICTIONS ON THE RIGHTS OFFER
The distribution of the Circular and/or accompanying documents and/or the transfer of the Rights
Offer Shares and/or the Entitlement to subscribe for Rights Offer Shares in jurisdictions other than
South Africa may be restricted by law and failure to comply with any of those restrictions may
constitute a violation of the laws of any such jurisdiction in which it is illegal to make the Rights Offer.
In such circumstances the Circular is not addressed to such shareholders and the Rights Offer is
made only to qualifying shareholders.
Any Shareholder resident outside the Common Monetary Area, being the Republics of South Africa
and Namibia and the Kingdoms of Lesotho and Eswatini, who receives the Circular and
accompanying 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 (“Restricted Territories”) and the Circular and accompanying 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 United States Securities
Act of 1933, as amended (“Securities Act”), or the securities laws of any state of the United States.
Accordingly, the Rights Offer Shares may not be offered, sold, resold or delivered or transferred,
directly or indirectly, in or into the United States or to, or for the account or benefit of, U.S. persons,
unless registered under the Securities Act and applicable state securities laws, or pursuant to an
exemption from such registration requirements as described herein. “United States” and “U.S.
persons” are defined in Regulation S under the Securities Act
The Rights Offer contained in the Circular does not constitute an offer in the District of Columbia, the
USA, 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”). 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 Mantengu
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 regulation
in the relevant overseas jurisdictions.
8. FURTHER ANNOUNCEMENT AND CIRCULAR
The Rights Offer Finalisation announcement is expected to be released on SENS on Thursday,
17 November 2022.
The Circular, and accompanying Form of Instruction for use by certificated shareholders only,
containing full particulars of the Rights Offer will be distributed to certificated shareholders on
Thursday, 24 November 2022
The Circular containing full particulars of the Rights Offer will be distributed to dematerialised
Shareholders who have elected to receive documents on Monday, 28 November 2022.
Johannesburg
15 November 2022
Designated Adviser
Merchantec Capital
Date: 15-11-2022 08:00:00
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