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Finalisation announcement of the Capitec renounceable rights offer
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR HONG
KONG
CAPITEC BANK HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1999/025903/06
Share Code: CPI
ISIN Number: ZAE000035861
("Capitec" or the “Company”)
FINALISATION ANNOUNCEMENT OF THE CAPITEC RENOUNCEABLE RIGHTS OFFER
1. INTRODUCTION
Shareholders are referred to the announcement published on the
Securities Exchange News Service (“SENS”) of the JSE Limited (“JSE”)
on Wednesday, 26 September 2012 (the “declaration announcement”),
whereby Capitec announced its intention to raise approximately R2.248
billion by way of an underwritten renounceable rights offer (the
“rights offer”), of 14 050 848 new Capitec ordinary shares (“rights
offer shares”) to qualifying shareholders recorded in the register at
the close of business on Friday, 19 October 2012 (the “record date”).
The subscription price payable in terms of the rights offer is
ZAR160.00 per rights offer share in the ratio of 7.00000 rights offer
shares for every 50 Capitec ordinary shares held on the record date.
2. APPROVAL OF RIGHTS OFFER CIRCULAR
Shareholders are advised that the rights offer circular and related
relevant documentation has been formally approved by the JSE.
Accordingly, the rights offer can be implemented in accordance with
the timetable set out in paragraph 4 below.
3. PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
Shareholders were advised in the declaration announcement that the
unaudited pro forma financial effects of the rights offer will be
included in the finalisation announcement. Accordingly, set out below,
is the unaudited pro forma financial information of the rights offer.
The unaudited pro forma financial information has been prepared in
accordance with the JSE Listings Requirements for illustrative
purposes only, to reflect the impact of the rights offer on the
financial position and results of Capitec, as if the rights offer had
occurred: (i) on 1 March 2012 for purposes of the pro forma
adjustments made to the income statement and statement of
comprehensive income; and (ii) on 31 August 2012 for purposes of the
pro forma adjustments made to the balance sheet. The unaudited pro
forma financial information has been presented for illustrative
purposes only and, because of its nature, may not fairly present
Capitec’s financial position, changes in equity, results of operations
or cash flows after the rights offer.
Unaudited
at 31
August Unaudited
2012 pro forma
before after
rights rights
offer(1) offer(2)(3) % change
Net asset value per share (cents) 5,351 6,588 23.1
Net tangible asset value per
share (cents) .................... 5,230 6,482 23.9
Earnings per share (cents)
Basic ............................ 702 653 (7.0)
Diluted .......................... 691 645 (6.7)
Headline earnings per share
(cents)
Basic ............................ 702 653 (7.0)
Diluted .......................... 691 645 (6.7)
Number of shares (‘000)
Issued(4) ......................... 100,363 114,414 14.0
Weighted average ................. 99,784 113,835 14.1
Diluted .......................... 101,317 115,368 13.9
Notes and assumptions:
(1) Extracted from the unaudited condensed consolidated interim financial
information of Capitec as at and for the six months ended 31 August
2012.
(2) The pro forma adjustments to the income statement and statement of
comprehensive income have been calculated on the assumption that the
proceeds from the rights offer were received on 1 March 2012.
(3) The pro forma adjustments to the balance sheet have been calculated on
the assumption that the proceeds were received on 31 August 2012.
(4) 14,050,848 rights offer shares are assumed to have been issued at a
subscription price of 16,000 cents per rights offer share in the ratio
of 7 rights offer shares for every 50 Capitec shares held pursuant to
the rights offer thereby raising capital of R2.248 billion.
(5) The net proceeds of the rights offer of R2.167 billion, after deduction
of once-off estimated costs of R80.7 million, have been assumed to be
invested in cash and cash equivalents, which is to be allocated as
described in due course, and are assumed to have earned interest of
between 5.21% and 5.57% over the period.
(6) The underwriting fee of R43.4 million and the estimated directly
attributable transaction costs of R37.3 million, relating to the rights
offer, are written off against the share premium account. All
adjustments, except for transaction costs, are expected to have a
continuing effect. Transaction costs relate to the fees paid to
professional advisers and attorneys and compliance fees, and are not
expected to have a continuing effect on Capitec.
(7) Interest received on proceeds invested in cash and cash equivalents was
calculated at the group’s monthly average marginal return on excess
funding, which ranged between 5.21% and 5.57% over the period. The
monthly average marginal return was calculated as the actual rates
obtained on excess funding invested in cash and cash equivalents
weighted according to the balance invested in each instrument. This is
a continuing effect.
(8) The additional tax expense results from the interest received on funds
invested in cash and cash equivalents. A tax rate of 28% was applied.
4. SALIENT DATES AND TIMES1
Last day to trade in shares in order to Friday, 12 October
settle trades by the record date to qualify 2012
to participate in the rights offer (cum
allocation rights) on
Shares commence trading ex-allocation rights Monday, 15 October
on the JSE at 09:00 on 2012
Listing of and trading in the letters of Monday, 15 October
allocation commences on the JSE at 09:00 on 2012
Record date for purposes of determining the Friday, 19 October
qualifying shareholders entitled to 2012
participate in the rights offer at the close
of business on2
Circular and, where applicable, form of Monday, 22 October
instruction posted to qualifying shareholders 2012
on3
Rights offer opens at 09:00 on Monday, 22 October
2012
Qualifying dematerialised shareholders will Monday, 22 October
have their securities accounts at their CSDP 2012
or broker automatically credited with their
letters of allocation on
Qualifying certificated shareholders will Monday, 22 October
have their letters of allocation credited to 2012
an electronic account held with the transfer
secretaries on
Last day to trade in letters of allocation on Friday, 2 November
the JSE in order to settle trades by the 2012
closing date for the rights offer and
participate in the rights offer at the close
of business on
Last day for form of instruction to be lodged Friday, 2 November
with the transfer secretaries by qualifying 2012
certificated shareholders wishing to sell and
trade all or part of their letters of
allocation on the JSE by 12:00 on
Listing and trading of rights offer shares Monday, 5 November
commences on the JSE at 09:00 on 2012
Record date for letters of allocation on Friday, 9 November
2012
Rights offer closes – last day for form of Friday, 9 November
instruction and cheque or banker’s draft to 2012
be lodged with the transfer secretaries by
qualifying certificated shareholders wishing
to renounce their letters of allocation or
exercise their allocation rights by 12:00 on4
CSDP/broker securities accounts credited with Monday, 12 November
rights offer shares and debited with any 2012
payments due in respect of rights offer
shares subscribed for by qualifying
dematerialised shareholders on5
Share certificates evidencing rights offer Monday, 12 November
shares issued to qualifying certificated 2012
shareholders posted to qualifying
certificated shareholders on or about
Results of rights offer announced on SENS on Monday, 12 November
2012
De-listing of the rights offer shares not Monday, 12 November
subscribed for by qualifying shareholders and 2012
to be subscribed for by the Joint
Underwriters(the “rump shares”) from the JSE
at 09:00
Re-listing of and trading in the rump shares Thursday, 15
commences on the JSE up to November 2012, but
no earlier than
Tuesday, 13
November 2012
Results of rights offer published in the Tuesday, 13
press on November 2012
CSDP/broker securities accounts of the Joint Thursday, 22
Underwriters credited with the rump shares up November 2012, but
to no earlier than
Tuesday, 20
November 2012
Notes:
1. All times referred to above are local times in South Africa.
2. Shares may not be dematerialised or rematerialised between Monday,
15 October 2012 and Friday, 19 October 2012, both days inclusive.
3. The circular will be available on Capitec Bank’s website at
www.capitecbank.co.za, to qualifying shareholders from 8 October
2012.
4. Qualifying dematerialised shareholders are required to notify their
CSDP or broker of the action they wish to take in respect of the
letters of allocation in the manner and by the time stipulated in
their custody agreements.
5. CSDPs effect payment in respect of qualifying dematerialised
shareholders’ rights offer shares on a delivery versus payment
method.
5. UNDERWRITING
Subsequent to the release of the declaration announcement, Capitec has
entered into an amended and restated underwriting agreement with
Merrill Lynch International and Sanlam Capital Markets Limited
(together the “Joint Underwriters”), dated 4 October 2012 (the
“amended and restated underwriting agreement”). In terms of the
amended and restated underwriting agreement-
- the Joint Underwriters have agreed to subscribe and pay the
subscription price for (in the proportions set out in paragraph 4 of
the declaration announcement) all the rump shares and to use their
reasonable endeavours to procure purchasers to subsequently sell
such rump shares to; and
- Merrill Lynch International’s right to terminate the Joint
Underwriters several commitments under the amended and restated
underwriting agreement and demand payment of costs and expenses
incurred to date in connection with the rights offer, upon the
occurrence of certain specified events, will cease at the listing of
the rump shares. The original underwriting agreement allowed such
termination to take place up until the date of settlement of the
rump shares.
Save for the aforementioned, the remaining terms relating to the
underwriting as set out in the declaration announcement remain
unchanged.
6. POSTING OF THE RIGHTS OFFER CIRCULAR
In addition to the rights offer circular being made available on
Capitec Bank’s website, as set out above, shareholders are further
advised that the rights offer circular containing the full details of
the terms of the rights offer will also be posted to all qualifying
shareholders recorded in the register on the record date, on Monday,
22 October 2012 and, in the case of qualifying certificated
shareholders, will be accompanied by a form of instruction.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are hereby advised that, as the unaudited pro forma
financial effects of the rights offer have now been disclosed, caution
is no longer required to be exercised by shareholders when dealing in
their securities. Accordingly, the cautionary announcement dated 26
September 2012, is hereby withdrawn.
5 October 2012
Corporate adviser and Sponsor
PSG Capital
Independent reporting accountants
PricewaterhouseCoopers Incorporated
Lead independent sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Sole Global Co-ordinator, Sole Bookrunner and Joint Underwriter
BofA Merrill Lynch
Joint Underwriter
Sanlam Capital Markets Limited
Legal advisers to the Joint Underwriters as to U.S. and English law
Allen & Overy LLP
South African legal advisers to the Joint Underwriters
Werksmans Attorneys
Legal advisers to Capitec as to U.S. and English law
Davis Polk & Wardwell London LLP
South African legal advisers to Capitec
Cliffe Dekker Hofmeyr Incorporated
8. IMPORTANT INFORMATION
This announcement has been prepared and issued by and is the sole responsibility of
Capitec. This announcement does not constitute, or form part of an offer to sell, or the
solicitation of an offer to subscribe for or buy, any rights offer shares or letters of
allocation.
This announcement is not a prospectus, disclosure document or offering document under the
laws of South Africa or any other law and does not purport to be complete. Investors
should not subscribe for or purchase any securities referred to in this announcement
except solely on the basis of information in the rights offer circular to be published by
Capitec in due course in connection with the rights offer and made available on Capitec's
website (www.capitecbank.co.za). This announcement does not constitute or form part of
any offer or invitation to sell or issue, or any solicitation of any offer to acquire,
the rights offer shares or letters of allocation offered by any person in any
jurisdiction in which such an offer or solicitation is unlawful. Any decision to
participate in the rights offer or to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities should only be made solely on the basis of
information contained in the rights offer circular when it is published in due course,
which will contain further information relating to Capitec as well as a summary of the
risk factors to which any investment is subject.
The information contained in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may or should be placed by any person for
any purpose whatsoever on the information contained in this announcement or on its
accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for distribution, directly or indirectly, in or into the United
States, Australia, Canada, Japan and Hong Kong, subject to certain exceptions, and any
other jurisdiction where the extension or making of the rights offer would be unlawful or
in contravention of certain regulations. The distribution of this announcement and/or the
rights offer circular and/or the letters of allocation and/or the rights offer shares
into jurisdictions other than the Republic of South Africa may be restricted by law.
Persons into whose possession this announcement comes should inform themselves about and
observe any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdiction.
This announcement and the information contained herein do not contain or constitute an
offer for sale or the solicitation of an offer to purchase securities in the United
States, or any other jurisdiction. The securities mentioned herein have not been, and
will not be, registered under the U.S. Securities Act and may not be offered sold, taken
up, exercised, resold, renounced, transferred or delivered directly or indirectly within
the United States absent registration or an exemption from the registration requirements
of the U.S. Securities Act. There will be no public offer of the securities in the United
States.
This announcement and the information contained herein do not contain or constitute an
offer for sale or the solicitation of an offer to purchase securities. No public offer of
rights offer shares or letters of allocation will be made in the United States,
Australia, Canada, Japan and Hong Kong and any other jurisdiction where the extension or
making of the rights offer would be unlawful or in contravention of certain regulations.
The rights offer shares and letters of allocation have not been and will not be
registered under the securities laws of such jurisdictions and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly,
within such jurisdictions except pursuant to an exemption from and in compliance with any
applicable securities laws. It is noted, however, that pursuant to available exemptions
under the securities laws of Australia, Hong Kong, Japan and the United States, certain
institutional investors from those jurisdictions will be able to participate in the
rights offer.
In member states of the European Economic Area (“EEA”) which have implemented the
Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer
if made subsequently is directed exclusively at persons who are “qualified investors”
within the meaning of the Prospectus Directive (“Qualified Investors”). For these
purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of
the Order, and (iii) to whom it may otherwise lawfully be communicated. This announcement
is not an offer of securities or investments for sale nor a solicitation of an offer to
buy securities or investments in any jurisdiction where such offer or solicitation would
be unlawful. No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.
The transaction sponsor, lead independent sponsor, and the Joint Underwriters are acting
exclusively for Capitec and no one else in connection with the rights offer and will not
regard any other person as their respective clients in relation to the rights offer and
will not be responsible to anyone other than Capitec for providing the protections
afforded to their respective clients or for providing advice in relation to the rights
offer or any matters referred to in this announcement.
In connection with the rights offer, each of the Joint Underwriters and any of their
respective affiliates, acting as an investor for its own account, may take up rump shares
in the rights offer and in that capacity may retain, purchase or sell for its own account
such securities and any rump shares or related investments and may offer or sell such
rump shares or other investments otherwise than in connection with the rights offer. In
addition certain of the Joint Underwriters or their affiliates may enter into financing
arrangements and swaps with investors in connection with which such Joint Underwriter(s)
(or their respective affiliates) may from time to time acquire, hold or dispose of rump
shares. Accordingly, references in the rights offer circular, once published, to rights
offer shares or letters of allocation being offered or placed should be read as including
any offering or placement of rump shares to either of the Joint Underwriters or any of
their respective affiliates acting in such capacity. None of the Joint Underwriters
intends to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
None of the Joint Underwriters or the transaction sponsor or the lead independent sponsor
or any of their respective directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for, and makes no representation or warranty,
express or implied, in respect of, the contents of this announcement, including its
accuracy, completeness or verification or regarding the legality of an investment in the
rights offer shares, the letters of allocation or the allocation rights by an offeree or
purchaser thereof under the laws applicable to such offeree or purchaser or for any other
statement made or purported to be made by them, or on their behalf, in connection with
the company, the rights offer shares, the letters of allocation or the allocation rights
or the rights offer, and nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past or future. The Joint
Underwriters, the transaction sponsor and the lead independent sponsor accordingly
disclaim to the fullest extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise which they might otherwise be found to
have in respect of this announcement or any such statement.
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.
Certain statements made in this announcement constitute forward-looking statements. These
statements include all matters that are not historical fact, including information with
respect to Capitec's financial condition, Capitec's results of operations and businesses,
strategy, plans and objectives. Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, “may”, “will”, “continue”, “project” (or in
each case, their negative) and similar expressions, as well as statements in the future
tense, identify forward-looking statements. These forward-looking statements are not
guarantees of Capitec's future performance and are subject to assumptions, risks and
uncertainties that could cause actual future results to differ materially from those
expressed in or implied by such forward-looking statements. Many of these assumptions,
risks and uncertainties relate to factors that are beyond Capitec's ability to control or
estimate precisely, such as changes in general economic and business conditions in the
sector in South Africa; changes and volatility in currency exchange rates, interest
rates, share price and credit spreads; changes in the price of Capitec shares; changes in
the availability and conditionality of funding; changes in governmental policy and
regulation; changes in the Capitec group’s competitive environment; and factors that are
not known to Capitec at this time. The effects of these factors are difficult to predict.
New factors emerge from time to time and Capitec cannot assess the potential impact of
any such factor on Capitec's activities or the extent to which any factor, or combination
of factors, may cause results to differ materially from those contained in any forward-
looking statement.
These forward-looking statements speak only as at the date of this announcement. Except
as required by the JSE and applicable law, Capitec does not have any obligation to update
or revise publicly any forward-looking statement, whether as a result of new information,
further events or otherwise. Except as required by the JSE and applicable law, Capitec
expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to reflect any change in
Capitec's expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed herein might not
occur. Each of the Joint Underwriters and transaction sponsor and lead independent
sponsor and their respective affiliates expressly disclaims any obligation or undertaking
to update, review or revise any forward looking statement contained in this announcement
whether as a result of new information, future developments or otherwise.
Date: 05/10/2012 12:15:00 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.
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