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CAPITEC BANK HOLDINGS LIMITED - Capitec rights offer results announcement

Release Date: 12/11/2012 09:00
Code(s): CPI     PDF:  
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Capitec rights offer results announcement

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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”)

CAPITEC RIGHTS OFFER RESULTS ANNOUNCEMENT

Shareholders are referred to the announcements of the Capitec rights offer
published on the JSE Limited (“JSE”) Stock Exchange News Service (“SENS”)
on 26 September 2012 (the “declaration announcement”) and 5 October 2012
and the circular dated 8 October 2012 detailing the terms of the said
offer. In terms hereof Capitec announced the raising of approximately
R2.48 billion by way of an underwritten renounceable rights offer of 14
050 848 new Capitec ordinary shares of R0.01 each (“rights offer shares”)
to qualifying Capitec ordinary shareholders (“rights offer”).

The rights   offer shares were issued in the ratio of 7 rights offer shares
for every    50 Capitec ordinary shares held on the record date, being
Friday, 19   October 2012 (“record date”) at a subscription price of R160.00
per rights   offer share.

The results of the rights offer, which closed on Friday, 9 November 2012,
are as follows:

                                      Number of rights   % of rights offer
                                      offer shares       shares
Rights offer shares available for             14 050 848               100%
subscription
Rights offer shares subscribed for             13 965 420             99.39%
by Capitec shareholders
Rights offer shares to be issued to                85 428              0.61%
the joint underwriters

Merrill Lynch International and Sanlam Capital Markets Limited (together
the “joint underwriters”) have agreed to subscribe for rights offer shares
(in the proportions set out in paragraph 4 of the declaration
announcement) not subscribed for by qualifying shareholders (the “rump
shares”). The joint underwriters will settle the issue price of the rump
shares which they subscribed for pursuant to their underwriting
obligations, in cash.

For Capitec shareholders who have subscribed for the rights offer:

i)    share certificates will be posted to the holders of certificated
      Capitec shares on or about Monday, 12 November 2012; and
ii)   the Central Securities Depository Participant (“CSDP”) or broker
      accounts of holders of dematerialised Capitec shares will be credited
      with the rights offer shares and debited with any payments due on
      Monday, 12 November 2012.
12 November 2012


Corporate adviser and Sponsor
PSG Capital

Sole Global Co-ordinator, Sole Bookrunner and Joint Underwriter
BofA Merrill Lynch

Joint Underwriter
Sanlam Capital Markets Limited

Lead independent sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)

Independent reporting accountants
PricewaterhouseCoopers Incorporated

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

This announcement has been prepared and issued by and is the sole responsibility of
Capitec. This announcement is not for distribution, directly or indirectly, in or into
the United States, Australia, Canada, Japan or Hong Kong, subject to certain exceptions,
or in any other jurisdiction where to do so would be unlawful or in contravention of
certain regulations. The distribution of this announcement 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 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.

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 to rights offer shares 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 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 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.

Date: 12/11/2012 09:00:00 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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