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FGL - Finbond Group Limited - Finalisation information pertaining to the

Release Date: 03/02/2012 09:00
Code(s): FGL
Wrap Text

FGL - Finbond Group Limited - Finalisation information pertaining to the proposed rights offer Finbond Group Limited (Incorporated in the Republic of South Africa) (Registration number: 2001/015761/06) Share code: FGL ISIN: ZAE000138095 ("Finbond" or "the Company") FINALISATION INFORMATION PERTAINING TO THE PROPOSED RIGHTS OFFER 1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER Shareholders are referred to the proposed rights offer announcement released on the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 9 December 2012 advising shareholders that Finbond would be undertaking a capital raising of approximately R20 million by way of a rights offer ("the rights offer"). In terms of the rights offer, 200 000 000 new Finbond ordinary shares of 0.0001 cents each in the authorised but unissued share capital of the Company ("the rights offer shares"), will be offered for subscription to Finbond shareholders who will receive the right to subscribe for the rights offer shares on the basis of 52 rights offer shares for every 100 Finbond ordinary shares held, at a subscription price of 10 cents per rights offer share. The rights offer price represents a discount of 16.0% to the 30 trading day volume weighted average price of Finbond shares up to and including 8 December 2011. 2. IRREVOCABLE UNDERTAKINGS AND UNDERWRITING Kings Reign Investments (Proprietary) Limited ("KRI") and Net 1 Finance Holdings (Proprietary) Limited ("Net 1") have irrevocably committed to follow their rights, through the conversion of their respective shareholders` loans into shares, in an approximate amount of R12 million. KRI and Net 1 have further committed to underwrite in full and in proportion to their existing shareholdings, the balance of the rights offer through the capitalisation of the balance of their shareholders` loans of R8 million. No underwriting fee will be applicable. 3. EXCESS APPLICATIONS Finbond shareholders will be permitted to apply for new Finbond shares in excess of their entitlement. Should there be excess rights offer shares available for allocation, these will be allocated to applicants in a manner viewed as equitable in terms of the Listing Requirements of the JSE. 4. IMPORTANT DATES AND TIMES The dates and times in respect of the rights offer are set out in the table below:
The salient information announcement Friday, 9 December 2011 regarding the rights offer released on SENS 2012
Last day to trade in Finbond ordinary shares Friday, 10 February in order to participate in the rights offer (cum entitlement) Listing of and trading in the letters of Monday, 13 February allocation ("LAs") in respect of new Finbond shares on the JSE commences at 09:00 Finbond ordinary shares commence trading ex Monday, 13 February entitlement on the JSE at 09:00 Record date for the rights offer Friday, 17 February Rights offer opens at 09:00 and the rights Monday, 20 February offer circular posted to shareholders Certificated shareholders will have their Monday, 20 February letters of allocation credited to an electronic account held at the transfer secretaries Dematerialised shareholders will have their Monday, 20 February accounts at their CSDP or broker credited with their entitlement Last day for trading letters of allocation Friday, 2 March on the JSE Listing of rights offer shares and trading Monday, 5 March therein on the JSE commences at 09:00 Rights offer closes at 12:00. Payment to be Friday, 9 March made and form of instruction lodged by certificated shareholders at the transfer secretaries Record date for the letters of allocation Friday, 9 March Rights offer shares issued and posted to Monday, 12 March shareholders in certificated form on or about CSDP or broker accounts in respect of Monday, 12 March dematerialised shareholders will be updated with rights offer shares and debited with any payments due Results of rights offer announced on SENS Monday, 12 March CSDP or broker accounts in respect of Wednesday, 14 March dematerialised shareholders will be updated with excess rights offer shares (where applicable) and debited with any payments due on or about Excess Rights offer shares issued (where Wednesday, 14 March applicable) and posted to shareholders in certificated form on or about Notes: (1) Unless otherwise indicated, all times are South African times. (2) CSDPs effect payment in respect of dematerialised shareholders on a delivery versus payment method. (3) Finbond shareholders may not dematerialise or rematerialise their Finbond ordinary shares between Monday, 13 February 2012 and Friday, 17 February 2012, both dates inclusive. 5. RESTRICTIONS The granting of the right to subscribe for rights offer shares in certain jurisdictions other than South Africa may be restricted by law and a failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. The shares have not been and will not be registered for the purposes of the rights offer under the securities laws of the United Kingdom, Canada, United States of America or any other country outside South Africa and accordingly, are not being offered, sold, taken up, re-sold or delivered directly or indirectly to rights recipients with registered addresses outside South Africa. The rights offer does not constitute an offer in any area of jurisdiction in which it is illegal to make such an offer. 6. DOCUMENTATION A circular to Finbond shareholders, incorporating revised listing particulars and setting out full details of the rights offer, will be posted to shareholders on or about 20 February 2012. A form of instruction in respect of the LAs will be enclosed with the circular for use by Finbond shareholders who have not dematerialised their Finbond shares. Johannesburg 3 February 2012 Corporate and Designated Advisor Grindrod Bank Limited Reporting Accountants and Auditors KPMG Inc. Date: 03/02/2012 09:00:02 Supplied by www.sharenet.co.za 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.

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