Wrap Text
CONCURRENT CLAW-BACK OFFER, RIGHTS OFFER AND DEBT RESTRUCTURING RIGHTS OFFER DECLARATION ANNOUNCEMENT
COPPER 360 LIMITED
Incorporated in the Republic of South Africa
(Registration number 2021/609755/06)
Share code: CPR
ISIN: ZAE000318531
("Copper 360" or "the Company")
CONCURRENT CLAW-BACK OFFER, RIGHTS OFFER AND DEBT RESTRUCTURING RIGHTS OFFER DECLARATION
ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on SENS on 5 September 2025 (" Initial Announcement")
advising that the Company has entered into a series of agreements regarding the recapitalisation of the Company and
the restructuring and conversion of long-term debt instruments on its balance sheet and the reduction of revenue-
based royalty payments, participating preference shares, and other instruments with preferential rights to cash flows
("Debt Conversion"). In terms of these agreements, the Company will undertake a partially underwritten
renounceable claw-back offer and rights offer of up to 2 300 000 000 shares at a subscription price of 50 cents each
("Claw-back Offer and Rights Offer") in the fixed ratio of 319.510 Claw-back Offer and Rights Offer shares for every
100 shares held (which ratio is not subject to change), raising R1.15 billion.
The Claw-back Offer and Rights Offer comprise the following offers to be implemented concurrently under one offer ratio:
- a claw-back offer of 280 million new shares allowing shareholders the right to "claw-back" the initial investment,
comprising 280 million shares at 50 cents per share by the underwriter, Differential Capital Proprietary Limited
("the Underwriter"), made on 8 September 2025 (as detailed in the Initial Announcement), amounting to R140
million ("Claw-back Offer");
- a rights offer of up to 520 million new shares at 50 cents per share, amounting to up to R260 million (which includes
new equity that will remain on the Company's balance sheet and will be used for working capital and growth
purposes), with a minimum subscription of R350 million ("Rights Offer"); and
- an offer to shareholders to subscribe for up to 1.5 billion new shares in proportion to their existing shareholdings ,
amounting to R750 million ("Debt Restructuring Rights Offer"). Any proceeds from the Debt Restructuring Rights
Offer will be used to reduce the Company's debt burden and, to the extent that the full R750 million is not raised,
any remaining Debt Conversion balances will be compulsorily converted into equity.
2. Salient terms of the Claw-back Offer and Rights Offer
2.1 Structure
2.1.1 The Claw-back Offer, the Rights Offer and the Debt Restructuring Rights Offer in combination comprise the
Claw-back Offer and Rights Offer, whereby Shareholders can subscribe for up to 2 300 000 shares at an
issue price of 50 cents per share.
2.1.2 Through the Claw-back Offer and the Rights Offer in combination, the Company will raise new equity
capital in the amount of R400 million, of which R140 million was raised as the First Recapitalisation
Subscription (as defined in the Initial Announcement), subject to the Claw-back Offer, from existing
shareholders at the subscription price of 50 cents per share, resulting in the issue of 800 million new
shares. This remaining component of the Rights Offer has been underwritten by the Underwriter in the
amount of R260 million.
2.1.3 With regards to the Debt Conversion by related parties which are classified as small related party
transactions in terms of the JSE Listings Requirements, as detailed in the Initial Announcement, fairness
opinions are in the process of being obtained from an independent expert as to whether such related party
conversions are fair to shareholders who are not related parties. A further announcement in this regard will
be published imminently.
2.2 Minimum subscription
The minimum subscription for the Claw-back Offer and the Rights Offer will be R350 million, resulting in the issue
of an additional 700 million shares.
2.3 Excess applications
Shareholders may not apply for any excess Claw-back Offer and Rights Offer shares.
2.4 Upon allotment and issue, the Claw-back Offer and Rights Offer shares will rank pari passu in all respects,
including dividends, with the existing shares in issue.
3. Important dates and times in respect of the Claw-back Offer and Rights Offer
2025
Claw-back Offer and Rights Offer declaration date announcement released on SENS on Tuesday, 11 November
Claw-back Offer and Rights Offer finalisation announcement released on SENS on Thursday, 13 November
Publication of Circular, including form of instruction, on Copper 360's website on Monday, 17 November
Circular, including form of instruction, distributed to certificated shareholders (where Monday, 17 November
applicable) on
Last day to trade in Copper 360 shares in order to be eligible to participate in the Claw- Tuesday, 18 November
back Offer and Rights Offer on
Copper 360 shares trade ex the Claw-back Offer and Rights Offer from commencement Wednesday, 19 November
of trade on
Listing of and trading of letters of allocation on the JSE under JSE code "CPRN" and ISIN
ZAE000353710 from commencement of trade on Wednesday, 19 November
Record date for the Claw-back Offer and Rights Offer for purposes of determining the Copper Friday, 21 November
360 shareholders entitled to participate in Claw-back Offer and Rights Offer (Initial Record
Date) at the close of trade on
Claw-back Offer and Rights Offer open at 09:00 on Monday, 24 November
CSDP or broker accounts credited with entitlements in respect of holders of dematerialised Monday, 24 November
shares on
Letters of allocation credited to an electronic account held at the transfer secretaries in Monday, 24 November
respect of holders of certificated shares on
Last day to trade in letters of allocation on the JSE on Tuesday, 2 December
Last day for form of instruction to be lodged with the transfer secretaries by 12:00 in Tuesday, 2 December
respect of certificated shareholders wishing to sell all or part of their entitlement on
Listing and trading of the Claw-back Offer and Rights Offer shares commences on the JSE Wednesday, 3 December
at 09:00 on
Last day for payment and form of instruction to be lodged with the transfer secretaries by Friday, 5 December
12:00 in respect of certificated shareholders wishing to exercise all or part of their
entitlement on
Record date for letters of allocation on Friday, 5 December
Last day for restricted shareholders to lodge qualified institutional buyers' investor Friday, 5 December
letters to Copper 360 at 12:00 on
Claw-back Offer and Rights Offer close at 12:00 on Friday, 5 December
CSDP or broker accounts credited with Claw-back Offer and Rights Offer shares and Monday, 8 December
debited with the payments due in respect of holders of dematerialised shares on
Share certificates in terms of the Claw-back Offer and Rights Offer shares posted Monday, 8 December
to Certificated Shareholders (if applicable) on or about
Claw-back Offer and Rights Offer shares not subscribed for by existing Copper 360 Monday, 8 December
Shareholders in terms of the Claw-back Offer and Rights Offer, issued to the
Underwriter on
Money received in respect of an application that is rejected or otherwise treated as void Monday, 8 December
by Copper 360, or which is otherwise not validly received in accordance with the terms
stipulated, refunded by way of EFT on or about
Results of Claw-back Offer and Rights Offer announced on SENS on Monday, 8 December
Notes:
1. All dates and times, which are local times in South Africa, are subject to change. Any such changes will be
released on SENS.
2. Full details regarding the action required by shareholders will be included in the Circular (as defined in paragraph 8
below).
3. Share certificates may not be dematerialised or rematerialised between Wednesday, 19 November 2025 and Friday,
21 November 2025, both days inclusive.
4. Dematerialised shareholders will have their accounts at their CSDP or broker credited with their entitlements and
certificated shareholders will have their entitlements generated in electronic form and held at the transfer
secretaries on Monday, 24 November 2025.
5. Dematerialised shareholders will have their accounts at their CSDP or broker credited with the Claw-back Offer
and Rights Offer shares to the extent to which they have accepted the Claw-back Offer and Rights Offer. Share
certificates will be posted, by registered post at the risk of certificated shareholders (or their renouncees) to the
extent to which they have accepted the Claw-back Offer and Rights Offer.
6. CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment method.
4. Tax consequences of the Claw-back Offer and Rights Offer
The board of directors is of the opinion that the purchase, holding and disposal of (i) the letters of allocation (being the
renounceable (nil paid) letters of allocation to be issued to shareholders in electronic form pursuant to the Claw-back
Offer and Rights Offer, conferring an entitlement to subscribe for Claw-back Offer and Rights Offer shares) or (ii) Claw-
back Offer and Rights Offer shares should, for taxation purposes, be treated according to the usual rules relating to the
categorisation of an asset and its return as capital or revenue. Shareholders will be liable for Securities Transfer Tax
that may arise from the issue of new shares to them pursuant to the Claw-back Offer and Rights Offer. Shareholders
are advised to consult their professional advisors regarding the tax consequences of the Claw-back Offer and Rights
Offer.
5. Jurisdiction
5.1 The distribution of the Circular and/or accompanying documents and/or the transfer of the Claw-back Offer and
Rights Offer shares and/or the entitlement to subscribe for Claw-back Offer and 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 Claw-back Offer
and Rights Offer.
5.2 Any shareholder resident outside the Common Monetary Area (being South Africa, the Republic of Namibia and
Kingdoms of Lesotho and Eswatini) who receives the Circular 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 the form of instruction included in the Circular.
5.3 The Claw-back Offer and 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 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.
5.4 Non-qualifying shareholders should consult their professional advisors to determine whether any governmental
or other consents are required or other formalities need to be observed to allow them to take up the Claw-back
Offer and Rights Offer, or trade their entitlement. Shareholders holding Copper 360 shares on behalf of persons
who are non-qualifying shareholders are responsible for ensuring that taking up the Claw-back Offer and Rights
Offer, or trading in their entitlements under that offer, do not breach regulation in the relevant overseas
jurisdictions.
5.5 Subject to certain exceptions, Shareholders with a registered address in the Restricted Territories will be treated as
non-exercising holders and Copper 360 expects that the applicable entitlements will be sold by the transfer secretaries
and through a CSDP or broker on behalf of certificated shareholders and dematerialised shareholders,
respectively. The cash proceeds therefrom will be distributed to such shareholders (net of applicable fees,
expenses, taxes and charges) in proportion to such shareholder's entitlement to the Claw-back Offer and Rights
Offer shares. There can be no assurances as to what price such shareholders will receive for such disposal or
the timing or exchange rate conversion of such receipt to the extent applicable.
6. Fractional entitlements
The allocation of Claw-back Offer and Rights Offer shares will be such that shareholders will not be allocated a fraction
of a Claw-back Offer and Rights Offer share and as such any entitlement to receive a fraction of a Claw-back Offer and
Rights Offer share which:
(i) is less than one-half of a Claw-back Offer and Rights Offer share, will be rounded down to the nearest whole
number;
(ii) is equal to or greater than one-half of a Claw-back Offer and Rights Offer share but less than a whole Claw-back
Offer and Rights Offer share, will be rounded up to the nearest whole number.
7. Refunds
Money received in respect of an application that is rejected or otherwise treated as void by Copper 360, or which is
otherwise not validly received in accordance with the terms stipulated, will be refunded by way of electronic funds
transfer (without interest) in ZAR to the applicant concerned on the date which will be announced on SENS.
8. Circular
The circular to be issued to shareholders in respect of the Claw-back Offer and Rights Offer ("the Circular") is in the
advanced stages of the JSE approval process.
Shareholders are referred to the Initial Announcement which stated (i) that pro forma financial effects of the Debt
Conversion would be presented on a voluntary basis as part of the Circular; and (ii) that revised listing particulars will
be published following completion of the Claw-back Offer and Rights Offer. Shareholders are advised that, upon
further consideration, the Company will no longer present pro forma financial effects of the Debt Conversion in the
Circular. Whilst initially intended to be provided on a voluntary basis, it has been determined that such disclosure is
not required in terms of the JSE Listings Requirements and doing so could be misleading or of limited relevance, as
not all debt instruments participated or qualified for participation in the historic results on which pro forma effects
would be based. In addition, it would not be appropriate to include forward-looking financial information in this
context. Revised listing particulars will not be published as the same will not be required in terms of the JSE Listings
Requirements.
11 November 2025
Stellenbosch
Designated Advisor
Bridge Capital Advisors Proprietary Limited
Date: 11-11-2025 05:46:00
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 
