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MASTER DRILLING GROUP LTD - Results of placing announcements

Release Date: 13/12/2012 16:37
Code(s): MDGE     PDF:  
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Results of placing announcements

Master Drilling Group Limited
(Formerly Nicaud Companies 124 (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI   ISIN: ZAE000171948
(“Master Drilling” or the “Company” or the “Group”)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA


This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
purchase or subscribe nor shall it (or any part of it) or the
fact of its   distribution, form the basis of, or be relied on in
connection with any contract therefor. The offer and the
distribution of this announcement and other information in
connection with the listing and offer in certain jurisdictions,
including (without limitation) the United States, Canada, Japan
and Australia (or to any resident thereof), may be restricted by
law and persons into whose possession any document or other
information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.


The definitions and interpretations used in the Preliminary
Offering Document dated 7 December 2012 apply to this
announcement, except as otherwise defined herein.


Results of the offer and pricing of offer shares


1.   Introduction
Investors are referred to the intention to list announcement
released by Master Drilling on 10 December 2012 and the
subsequent offer for subscription by Master Drilling and an
offer for sale by the Selling Shareholder (together, the
“Offer”) in terms of a Preliminary Offering Document dated 7
December 2012, to selected institutional and invited investors
in South Africa and other jurisdictions. The Offer comprised
44.9 million new shares and 5.6 million secondary shares. The
minimum subscription of USD40 million (excluding any Sale
Shares) was achieved.


The Offer was not an offer to the public as contemplated in the
Companies Act and accordingly no prospectus was or will be
issued or registered in respect of the Offer.


The Offer remains conditional, inter alia, upon the listing of
the Offer Shares on the securities exchange operated by JSE
Limited (“JSE”)(the “Listing”), failing which the Offer and any
acceptance thereof shall not be of any force or effect and no
person shall have any claim whatsoever against the Company, the
Selling Shareholder, the Bookrunner or any other person as a
result of the failure of any condition. If the Directors in
their discretion determine not to proceed with the Offer, the
Company shall not be obliged to proceed with the Offer but
reserves the right to do so.


The Offer was not made, and the Offer Shares were not offered
nor will they be sold, in the United States of America.
Accordingly, the Offer Shares have not, and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except on the basis of an applicable exemption of
exclusion from registration or in a transaction not subject to
the registration requirements of the Securities Act. The
securities referred to herein will be offered outside the United
States only pursuant to Regulation S under the Securities Act.


The JSE has granted Master Drilling preliminary approval of a
listing in respect of its entire issued ordinary share capital
in the “Industrial Machinery” sector of the main board of the
JSE under the abbreviated name “Mastdrill”, symbol “MDI” and
ISIN: ZAE000171948, subject to the fulfilment of certain
conditions including the attainment of the spread requirements
of the JSE. The Listing is expected to be effective from the
commencement of business on 20 December 2012.


The Offer Shares will be issued in dematerialised form only and,
accordingly, no physical documents of title will be issued or
delivered to successful applicants. The Offer Shares will rank
pari passu with all other Master Drilling ordinary shares in
issue.


2. Determination of offer price


The Offer Shares are being offered for sale pursuant to the
Offer at the offer price of R7.85 per Offer Share (the “Offer
Price”). The Offer Price will be exclusive of Securities
Transfer Tax (“STT”) and will be payable in full in South
African rand without deduction or set-off. The Selling
Shareholder will pay the STT due on the transfer of any Sale
Shares. No STT will be payable on the Subscription Shares by the
purchaser of the Shares.
The Bookrunner has sought indications of interest from
institutional investors to acquire the Offer Shares. Applicants
will only be allowed to acquire Offer Shares for an amount of no
less than R1 000 000.


The Offer Price has been determined by the Bookrunner after
consultation with the Selling Shareholder and the Company.


Among the factors considered by the Bookrunner in determining
the Offer Price were Master Drilling’s historical and expected
results of operations, an assessment of the investment markets’
valuation of comparable companies, the prevailing market
conditions, the demand for the Offer Shares and the prices at
which investors bid to acquire the Offer Shares and the desire
to establish an orderly after-market in the shares.


3. The Offer


The Offer comprised:
-    an Offer for Subscription;
-    an Offer for Sale; and
-    the Overallotment Option, if exercised.


The results of the Offer are as follows:

Principal term:                   Amount:
Offer Price                       R7.85
Value to be raised                R352.5 million
Number of Shares                  44.9 million Subscription Shares
                                  5.6 million Sale Shares

All Shares that will be in issue on the date of Listing will
rank pari passu in all respects.


4.     Over-allotment and stabilisation
In connection with the Offer, the Stabilisation Manager may in
terms of the Securities Services Act (Act 36 of 2004) over-allot
or effect transaction with a view to supporting the market price
of the Offer Shares at a higher level than that which might
otherwise prevail for period of 30 days after the date of
Listing. However, there is no obligation for the Stabilisation
Manager to do so. Such stabilising action, if commenced, may be
discontinued at any time, provided two business days’ notice is
given to the JSE, but may under no circumstances continue beyond
the 30th calendar day after the date of Listing.

The Selling Shareholder has granted the Stabilisation Manager
the Over-allotment Option to purchase additional Shares up to a
maximum of 5.5 million shares, on the same terms and conditions
as those applicable to the Offer.

5.   Important dates and times

The expected dates of the remaining important steps relating to
the Offer are as follows:


Successful applicants advised of
allocation on or about             Wednesday, 12 December 2012

Expected Listing Date              Thursday, 20 December 2012

Fochville
13 December 2012

Bookrunner and Stabilisation Manager
Renaissance Capital (and its affiliates)

Independent auditors
Grant Thornton Chartered Accountants

Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)

South African legal adviser to the Company
TW Ferguson (Pty) Limited

South African legal adviser to the Bookrunner
Glyn Marais Incorporated

US and English legal adviser to the Company
Hogan Lovells International LLP

English legal adviser to the Bookrunner
SNR Denton UK LLP

FOR MORE INFORMATION PLEASE CONTACT:

MASTER DRILLING GROUP LIMITED
Daniël Pretorius, Chief Executive Officer
Andre Van Deventer, Chief Financial Officer
+27(0)18 771 8100

SASFIN CAPITAL (JSE SPONSOR)
Noah Greenhill/Angela Teeling-Smith
+27 (0)11 809 7500

RENAISSANCE CAPITAL (BOOKRUNNER)
John Porter
+44 (0)207 367 7777

TAVISTOCK COMMUNICATIONS
Jos Simson/Ed Portman/Jessica Fontaine
+44 (0) 207 920 3150

RUSSELL AND ASSOCIATES
Charmane Russell / James Duncan
+27 (0) 11 880 3924


DISCLAIMER

This announcement has been prepared by Master Drilling Limited
(“Master Drilling” or the “Company”) and contains information
concerning Master Drilling, its subsidiaries, the proposed
offering by Master Drilling, of its ordinary shares (the
“Offer”) and the proposed listing on the securities exchange
operated by the JSE Limited. This announcement has been prepared
for information purposes only and may not be used for any other
purpose.


This communication is only directed at persons who (i) are
"qualified investors" within the meaning of Article 2(1)(e) of
Directive 2003/71/EC (together with any applicable implementing
measures in any Member State, the "Prospectus Directive") as may
be amended from time to time, (ii) are outside the United
Kingdom and/or (iii) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" contained in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order"), or are persons falling
within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order, or fall within
another exemption to the Order (all such persons referred to in
(i) to (iii) above together being referred to as "Relevant
Persons").   Any person who is not a Relevant Person must not act
or rely on this communication or any of its contents. Any
investment or investment activity to which this communication
relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.”

This announcement is not an advertisement for the purposes of
the Prospectus Directive as may be amended from time to time and
the Prospectus Rules of the Financial Services Authority in the
United Kingdom. This announcement does not constitute or form
part of any offer for sale or subscription or any solicitation
of any offer to buy or subscribe for any securities and neither
this announcement nor any part of it forms the basis of or may
be relied on in connection with or act as an inducement to enter
into any contract or commitment whatsoever.



Certain statements included herein may constitute forward-
looking statements that involve a number of risks and
uncertainties. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the
future.

Date: 13/12/2012 04:37:00 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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