GLOBAL ASSET MANAGEMENT LIMITED - Accelerated Specific Issue for Cash

Accelerated Specific Issue for Cash

GLOBAL ASSET MANAGEMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06)
Share Code: GAM      ISIN: ZAE000173498
("Global" or “the Company” or “the Group”)

ACCELERATED SPECIFIC ISSUE OF SHARES FOR CASH

1.   Introduction
     Shareholders are advised that Global has entered into a subscription agreement
     with UBI General Partner Proprietary Limited, on behalf of the ARC Fund (“ARC”), an
     en commandite partnership associated with African Rainbow Capital Investments
     Limited in terms of which ARC will subscribe for, and the Company will issue,
     27 322 404 Global shares (“Subscription Shares”) for cash at a subscription price of
     R1.83 per share (“Subscription Price”) for an aggregate amount of R50 million
     (“Specific Issue”). Following the Specific Issue, ARC will hold 45.30% of the entire
     issued share capital of Global.

     ARC is a South African evergreen (open-ended) black-controlled investment fund
     and deemed to be a related party to Global in accordance with the JSE Listings
     Requirements.

     The Company intends to seek a listing for the Subscription Shares pursuant to an
     accelerated specific issue of shares for cash in terms of paragraph 11.19B of the JSE
     Listings Requirements. Due to Global’s share illiquidity, the JSE has granted the
     Company dispensation to effect the Specific Issue at a price which is equivalent to
     the price of the rights offer (being R1.83) that was proposed to Global shareholders
     in terms of a circular dated 7 June 2018. The Subscription Price is at a 223% premium
     to the 30-day volume weighted average share price of 57 cents per share at
     21 February 2019, being the last date of trade prior to the parties agreeing to the
     Specific Issue. The Subscription Shares will rank pari passu with the existing shares in
     issue and will be of a class already in issue.

     The Specific Issue will have no impact on the financial statements of the Company
     other than the subscription of shares for cash.

2.   Intended use of funds
     As stated in the announcement published on SENS on 14 August 2018, the Group
     has established two pyrolysis plants to convert waste rubber into oil and has run a
     successful pilot project to convert waste plastic into oil. Global acquired its own
     property in 2018 and has relocated its manufacturing operations to the new site.
     The proceeds from the Specific Issue will be used for the completion of the
     construction of the first fully fledged waste plastic to oil plant.

3.   Suspensive conditions and effective date
     The Specific Issue is subject to the fulfilment of the following suspensive conditions on
     or before 30 June 2019:

     3.1 shareholders passing the ordinary resolutions required in order to implement the
         Specific Issue, as detailed in paragraph 5 below; and
     3.2 the JSE approving the listing of the Subscription Shares.

     The effective date of the Specific Issue will be the business day following the
     fulfilment of the above suspensive conditions.

4.   Mandatory offer
     Subject to the Specific Issue becoming unconditional, the issue of the Subscription
     Shares to ARC will result in ARC holding an effective shareholding in Global of
     approximately 45.30% of Global’s entire issued ordinary share capital, triggering the
     requirement for a mandatory offer by ARC to the remaining Global shareholders in
     terms of section 123 of the Companies Act, 71 of 2008 (“Companies Act”)
     (“Mandatory Offer”).

5.   Shareholder approval in terms of Section 60
     In terms of paragraph 5.51(g) of the JSE Listings Requirements, the Specific Issue
     requires the approval by way of an ordinary resolution (requiring at least a 75%
     majority of the votes cast in favour of such resolution) by all eligible Global
     shareholders (“Resolution”). The Company intends to seek such shareholder
     approval by written consent in terms of Section 60 of the Companies Act (“Section
     60 Notice”). ARC, which, as at the date of this announcement, holds 25.54% of the
     issued share capital of Global, will be precluded from voting on the Resolution.

6.   Circulars
     A circular containing the full details of the Specific Issue, including the proposed
     shareholder resolutions and the Section 60 Notice, will be distributed to shareholders
     within the applicable regulatory timeframes.

     Full details of the Mandatory Offer, which will be subject to the approval of the
     Specific Issue by the requisite majority of shareholders, as detailed in paragraph 5
     above, will be included in the circular to be issued in respect of the Company’s
     proposed delisting, which is to be implemented by way of a scheme of
     arrangement in terms of section 114 of the Companies Act (“Proposed Delisting”), as
     announced on SENS on 26 September 2018.


By order of the Board

Johannesburg
22 February 2019

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

Date: 22/02/2019 02:51:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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