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Finalisation Announcement In Respect Of An Increase In The Number Of Authorised Shares And Rights Offer
Rainbow Chicken Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RBW
ISIN: ZAE000019063
(“RCL” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF AN INCREASE IN THE NUMBER OF
AUTHORISED SHARES AND RIGHTS OFFER
1. Increase in the number of authorised shares
RCL shareholders are referred to the announcement released on SENS on Tuesday, 15 January 2013
advising, inter alia, that the special resolutions approving an increase in the number of authorised RCL
ordinary shares ("RCL Shares") and an amendment to the Memorandum of Incorporation of RCL in order
to give effect to the increase in the number of RCL Shares were passed at the Company's general
meeting (“Special Resolutions”).
The Special Resolutions have now been filed with the Companies and Intellectual Property Commission.
The increase in the number of authorised RCL Shares from 575 525 772 ordinary shares of no par value
to 1 000 000 000 ordinary shares of no par value, has therefore become effective.
2. Rights offer
RCL shareholders are referred to the announcement released on SENS on 6 December 2012, relating to
a fully underwritten rights offer to raise ZAR3.9 billion (“the Rights Offer”).
The Rights Offer will consist of an offer of 276 964 802 new RCL ordinary shares (“Rights Offer Shares”)
at an issue price of R14.20 per Rights Offer Share (“Rights Offer Price”) in the ratio of 80 Rights Offer
Shares for every 100 RCL Shares held on the record date of the Rights Offer, being Friday 8 February
2013 ("Record Date").
3. Conditions precedent
The board of directors of RCL is pleased to advise shareholders that all conditions precedent pertaining to
the Rights Offer have been fulfilled.
4. Salient dates and times
The final salient dates and times for the Rights Offer are set out below.
2013
Last day to trade in RCL Shares in order to participate in the Rights Offer (cum-
Friday, 1 February
entitlement) on
RCL Shares commence trading ex-entitlement at 09:00 on Monday, 4 February
Listing of and trading in the letters of allocation on the securities exchange operated
Monday, 4 February
by the JSE Limited (“JSE”) commences at 09:00 on
Record date on Friday, 8 February
Rights Offer opens at 09:00 on Monday, 11 February
Holders of dematerialised RCL Shares will have their accounts at their CSDP or
Monday, 11 February
broker automatically credited with their letters of allocation on
Holders of certificated RCL Shares will have their letters of allocation credited to an
Monday, 11 February
electronic register maintained by RCL's transfer secretaries on
Circular and form of instruction, where applicable, posted to shareholders registered
Monday, 11 February
as such on the Record Date ("Qualifying Shareholders") on
Last day for trading letters of allocation on the JSE on Friday, 22 February
Listing and trading of Rights Offer Shares on the JSE commences at 09:00 on Monday, 25 February
Rights Offer closes at 12:00 on (refer to note 4) Friday, 1 March
Record date for letters of allocation on Friday, 1 March
In respect of certificated Qualifying Shareholders (or their renouncees) wishing to
exercise all or part of their nil paid rights, payment to be made and forms of Friday, 1 March
instruction to be lodged with RCL’s transfer secretaries by 12:00 on
Rights Offer Shares issued on or about Monday, 4 March
In respect of dematerialised Qualifying Shareholders (or their renouncees) their
CSDP or broker accounts will be debited with the aggregate Rights Offer Price and
Monday, 4 March
credited with Rights Offer Shares and share certificates posted to certificated
Qualifying Shareholders (or their renouncees) by registered post on or about
Results of the Rights Offer announced on SENS on Monday, 4 March
Results of the Rights Offer published in the South African press on Tuesday, 5 March
Notes:
1. Share certificates in respect of RCL Shares may not be dematerialised or rematerialised between Monday, 4 February 2013 and
Friday, 8 February 2013, both days inclusive.
2. All times are South African times.
3. CSDPs effect payment on a delivery versus payment basis in respect of dematerialised shares.
4. Dematerialised RCL shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer in the
manner and time stipulated in the agreement governing the relationship between the RCL shareholder and their CSDP or broker.
5. Rights Offer circular
A Rights Offer circular, incorporating revised listing particulars and a form of instruction in respect of
letters of allocation, where applicable, will be posted to all RCL shareholders registered on the Record
Date on Monday, 11 February 2013.
Durban
25 January 2013
Merchant bank and sponsor to RCL
RAND MERCHANT BANK (A DIVISION OF FIRSTRAND BANK LIMITED)
Attorneys to RCL
CLIFFE DEKKER HOFMEYR INC.
Communications advisor to RCL
CAPITALVOICE (PROPRIETARY) LIMITED
Reporting accountants to RCL
PRICEWATERHOUSECOOPERS INC.
Date: 25/01/2013 12:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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