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CPI/CPIP - Capitec Bank Holdings Limited - Results of placing of 4,644,952 new
Capitec ordinary shares
Capitec Bank Holdings Limited
Registration number: 1999/025903/06
Registered bank controlling company
Incorporated in the Republic of South Africa
JSE ordinary share code: CPI: ISIN code: ZAE000035861
JSE preference share code: CPIP: ISIN code: ZAE000083838
("Capitec" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
RESULTS OF PLACING OF 4,644,952 NEW CAPITEC ORDINARY SHARES
Capitec announces that it has raised ZAR798.9 million by way of a placing, which
completed yesterday, of 4,644,952 new Ordinary Shares ("the Placing") of ZAR0.01
each ("the Placing Shares"). The Placing represents 4.91 per cent of the number
of the existing Ordinary Shares of the Company before the Placing and 4.68 per
cent of the number of the combined existing Ordinary Shares of the Company after
the Placing. The Placing was effected at ZAR172.00 per share (the "Placing
Price") which is a 7.60 per cent discount to the 30 business day volume weighted
average traded price of the Ordinary Shares of Capitec as of the close of
business on 1 November 2011. Merrill Lynch International ("BofA Merrill Lynch")
acted as sole lead manager and bookrunner in relation to the Placing.
The net proceeds of the Placing are proposed to be used by Capitec to facilitate
an increased footprint in South Africa, increase the client base, and grow the
loan book while managing capital requirements.
The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares of the Company,
including the right to receive all dividends and other distributions declared in
respect of such shares after the date of issue of the Placing Shares. For the
avoidance of doubt, the Placing Shares will qualify for the interim ordinary
dividend of 125 cents per share declared on Tuesday, 27 September 2011 and
payable on Monday, 5 December 2011.
The Company will apply for admission of the Placing Shares to trading on the
Main Board of the JSE Limited ("JSE"). It is expected that the admission and
settlement of the Placing Shares will take place and that trading will commence
on or about Wednesday, 9 November 2011.
The Placing is conditional, inter alia, upon the JSE admission of the Placing
Shares on the JSE becoming effective and the placing agreement concluded between
the Company and BofA Merrill Lynch not being terminated prior to admission of
the Placing Shares.
Capitalised terms used, but not defined in this announcement have the same
meanings as set out in the announcement of the Company regarding the placing
released on Monday, 31 October 2011 ("the placing announcement").
2 November 2011
Contacts
Capitec
Andre du Plessis Tel: +27 21 809 5905
Riaan Stassen Tel: +27 21 809 5921
BofA Merrill Lynch
Oliver Holbourn Tel: +44 20 7995 3700
Murray Stewart Tel: +27 11 305 5807
Neil Cohen Tel: +27 11 305 5708
Disclaimer
This announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This announcement has been issued by and is the
sole responsibility of Capitec.
No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Merrill Lynch International or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
This announcement is not for distribution, in whole or in part directly or
indirectly, in or into the United States, Australia, Canada, Japan or any other
state or jurisdiction into which the same would be unlawful. This announcement
is for information purposes only and does not contain or constitute an offer of,
or the solicitation of an offer to buy, Placing Shares in the United States,
Australia, Canada, Japan or any other state or jurisdiction in which such an
offer or solicitation is unlawful. Any failure to comply with these restrictions
may constitute a violation of securities laws of such jurisdictions.
The Placing Shares referred to in this announcement have not been, and will not
be, registered under the United States Securities Act of 1933 ("Securities Act")
or with any securities regulatory authority of any state or other jurisdiction
of the United States, and may not be offered, sold or transferred, directly or
indirectly, into or within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements under
the Securities Act. There will be no public offer of Placing Shares in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
elsewhere.
This announcement contains (or may contain) certain forward-looking statements
with respect to certain of Capitec`s current expectations and projections about
future events and which involve a number of risks and uncertainties. Capitec
cautions readers that no forward-looking statement is a guarantee of future
performance and that actual results could differ materially from those contained
in the forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", or other words of similar meaning. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and
circumstances, including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets, market-related risks such
as changes in interest rates and foreign exchange rates, the policies and
actions of governmental and regulatory authorities, changes in legislation, the
further development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation or regulatory
investigations, acquisitions and other strategic transactions and the impact of
competition. A number of these factors are beyond Capitec`s control. As a
result, Capitec`s actual future results may differ materially from the
expectations and projections set forth in Capitec`s forward-looking statements.
Statements made in this announcement should not be taken as a representation
that such trends or activities will continue in the future. You should not place
undue reliance on forward-looking statements which speak only as of the date
they are made. Except as required by the JSE or applicable law, Capitec
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any changes in Capitec`s expectations with regard
thereto or any changes in events, conditions or circumstances on which any such
statement is based.
Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority ("FSA"), is acting for Capitec and
for no-one else in connection with the Placing, and will not be responsible to
anyone other than Capitec for providing the protections afforded to customers of
Merrill Lynch International or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
Nothing in this Announcement should be viewed, or construed, as "advice" by
Merrill Lynch International as that term is used in the South African Securities
Services Act, 2004 and/or Financial Advisory and Intermediary Services Act,
2002.
The distribution of this announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by
Capitec or Merrill Lynch International that would permit an offering of such
shares or possession or distribution of this announcement or any other offering
or publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by Capitec and Merrill Lynch International to inform
themselves about, and to observe, such restrictions.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) IN
THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" (AS DEFINED IN SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND
INCLUDING ANY IMPLEMENTING MEASURE BY ANY MEMBER STATE (THE "PROSPECTUS
DIRECTIVE")) AND WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE
19(1) OR ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; (B) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO
ARE QUALIFIED INVESTORS; AND (C) IN SOUTH AFRICA, ENTITIES REFERRED TO IN THE
APPLICABLE PROVISIONS OF SECTION 96(1)(A) TO (G) OF THE SOUTH AFRICAN COMPANIES
ACT BEING, INTER ALIA, BANKS, MUTUAL BANKS, OR INSURERS AND FINANCIAL SERVICES
COMPANIES REGISTERED UNDER APPLICABLE SOUTH AFRICAN LEGISLATION (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE PLACING ANNOUNCEMENT RELEASED ON 31 OCTOBER 2011 MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE PLACING
ANNOUNCEMENT (INCLUDING THE APPENDIX THERETO) RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT AND THE PLACING ANNOUNCEMENT (INCLUDING THE APPENDIX THERETO) DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
CAPITEC BANK HOLDINGS LIMITED.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a
commitment to subscribe for Placing Shares has been given ("Placees") will be
deemed to have read and understood the placing announcement, including the
Appendix thereto, and this announcement in its entirety and to be making such
offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in the Appendix to the
placing announcement.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission, the Companies and Intellectual Property Commission in South Africa
or the Japanese Ministry of Finance; and the Placing Shares have not been, and
nor will they be, registered under the securities laws of any state, province or
territory of Australia, Canada or Japan.
Accordingly, the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, Japan or any
other jurisdiction where to do so would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix to the
placing announcement or this announcement should seek appropriate advice before
taking any action.
To the extent that Placing Shares are offered for subscription, acquisition or
sale in South Africa, such offer is being effected in terms of section 96(1)(a)
to (g) of the South African Companies Act and does not constitute an offer to
the public or any sector of the public within the meaning of the South African
Companies Act
This announcement relates to an Exempt Offer in accordance with the Offered
Securities Rules of the Dubai Financial Services Authority ("DFSA"). This
announcement is intended for distribution only to persons of a type specified in
the Offered Securities Rules of the DFSA. It must not be delivered to, or relied
on by, any other person. The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers. This announcement has
not been submitted to the DFSA and therefore has not been approved by the DFSA
nor has the DFSA taken steps to verify the information set forth herein and has
no responsibility for this announcement. The Placing Shares to which this
announcement relates may be illiquid and / or subject to restrictions on their
resale. Prospective subscribers of the Placing Shares should conduct their own
due diligence on the Placing Shares. If you do not understand the contents of
this announcement you should consult an authorised financial advisor.
The Placing Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the JSE. Neither the content of
Capitec`s website nor any website accessible by hyperlinks on Capitec`s website
is incorporated in, or forms part of, this announcement.
Sponsor to Capitec
PSG Capital (Proprietary) Limited
Counsel to Capitec
Norton Rose LLP and Norton Rose South Africa
Date: 02/11/2011 07:06:07 Supplied by www.sharenet.co.za
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