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Salient Dates And Financial Effects Of The Proposed Rights Offer And Withdrawal Of Cautionary Announcement
Gijima Group Limited
(previously Gijima AST Group Limited)
Registration number 1998/021790/06
Share code: GIJ
ISIN: ZAE000147443
(“Gijima” or "the Company")
SALIENT DATES AND FINANCIAL EFFECTS OF THE PROPOSED RIGHTS OFFER AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcements released on the Stock Exchange News Service of
the JSE (“SENS”) on 28 March 2013 and on 10 April 2013 relating, inter alia, to the Company’s
proposed renounceable rights offer to its shareholders to raise up to R150 million (the “Rights Offer”).
2. Salient Dates of the Rights Offer
2013
Last day to trade in Gijima ordinary shares (“Shares”) in order to participate in Friday, 24 May
the Rights Offer (cum entitlement)
Shares commence trading ex-entitlement at 09:00 on Monday, 27 May
Listing of and trading in the letters of allocation on the JSE Limited ("JSE") Monday 27 May
commences at 09:00 on
Record date for the Rights Offer for purposes of determining shareholders Friday, 31 May
entitled to participate in the Rights Offer (“Qualifying Shareholders”) at the
close of trade on
Rights Offer circular incorporating revised listing particulars and a form of Monday, 3 June
instruction, where applicable, posted to Qualifying Shareholders
Rights Offer opens at 09:00 on Monday, 3 June
Letters of allocation credited to an electronic account held at the transfer Monday, 3 June
secretaries in respect of holders of certificated Shares and Central Securities
Depository Participant (“CSDP”) or broker accounts credited with entitlements
in respect of holders of dematerialised Shares
Last day for trading letters of allocation on the JSE Thursday, 13 June
Listing of Shares to be issued pursuant to the Rights Offer ("Rights Offer Friday, 14 June
Shares") and trading therein on the JSE commences at 09:00 on
For certificated shareholders wishing to accept all or part of their entitlement, Friday, 21 June
payment to be made and forms of instruction to be lodged with the transfer
secretaries by 12:00 on
Rights Offer closes at 12:00 on Friday, 21 June
Record date for the letters of allocation Friday, 21 June
Rights Offer Shares issued on or about Monday, 24 June
CSDP or broker accounts in respect of holders of dematerialised Shares Monday, 24 June
debited with the payment due and updated with Rights Offer Shares and
Share certificates posted to certificated shareholders on or about
Results of the Rights Offer announced on SENS Monday, 24 June
Results of the Rights Offer published in the press Tuesday, 25 June
Rights Offer Shares in respect of successful excess applications (if Wednesday, 26 June
applicable) issued on or about
Refund payments made and/or Share certificates posted to certificated Wednesday, 26 June
shareholders and/or CSDP accounts credited in respect of excess
applications (if applicable) on or about
Notes:
1. Share certificates in respect of Shares may not be dematerialised or rematerialised between Monday, 27 May
2013 and Friday, 31 May 2013, both days inclusive.
2. Gijima shareholders recorded as such on the record date for the Rights Offer are required to notify their duly
appointed CSDP or broker of their acceptance of the Rights Offer in the manner and time stipulated in the
agreement governing the relationship between such shareholders and their CSDP or broker.
3. CSDPs effect payment on a delivery versus payment method in respect of dematerialised Gijima shareholders
recorded as such on the record date for the Rights Offer.
4. All times are South African times.
5. Share certificates in respect of Rights Offer shares will be posted at the risk of the certificated Gijima
shareholders recorded as such on the record date for the Rights Offer (or their renouncees).
6. The above dates and times are subject to amendment. Any material amendments will be released on SENS
and published in the South African press.
3. Pro Forma Financial Effects of the Rights Offer
The table below sets out the unaudited pro forma financial effects of the Rights Offer based on the
published unaudited interim results for the six months ended 31 December 2012.
The unaudited pro forma financial effects are the responsibility of Gijima’s directors and have been
prepared for illustrative purposes only to provide information about how the Rights Offer may have
affected Gijima’s statement of comprehensive income had the Rights Offer been undertaken at the
commencement of the six months ended 31 December 2012, being 1 July 2012, and, in the case of
Gijima’s statement of financial position, had the Rights Offer been undertaken on 31 December 2012.
Due to their nature, the unaudited pro forma financial effects may not fairly present Gijima’s financial
position, changes in equity, and results of operations or cash flows after the implementation of the
Rights Offer.
Published
unaudited interim Unaudited pro % increase /
for the 6 months forma after the (decrease)
ended 31 Rights Offer
December 2012
Basic EPS (cents) (2.54) (0.66) (74.0)
Diluted EPS (cents) (2.54) (0.66) (74.0)
Basic HEPS restated for Rights Offer (cents) (1.58) (0.66) (58.3)
Basic HEPS (cents) (10.58) (2.61) (75.3)
Diluted HEPS (cents) (10.58) (2.61) (75.3)
Basic HEPS restated for Rights Offer (cents) (6.58) (2.61) (60.3)
NAV per Share (cents) 23.04 9.05 (60.7)
Tangible NAV per Share (cents) 0.09 0.06 (38.9)
Weighted average number of Shares (‘000) 961 565 3 961 565 312.0
Diluted weighted average number of Shares ('000) 961 565 3 961 565 312.0
Notes:
1. The unaudited financial information has been extracted without adjustment from the published unaudited
interim results of Gijima for the six months ended 31 December 2012.
2. Pro forma adjustments to basic and diluted earnings per Share (“EPS”) and headline earnings per Share
(“HEPS”) are calculated on the assumption that the Rights Offer proceeds were received on 1 July 2012.
3. Pro forma adjustments to the net asset value (“NAV”) and tangible NAV are calculated on the assumption that
the Rights Offer proceeds were received on 31 December 2012.
4. Estimated expenses of R13.07 million relating to the Rights Offer have been taken into account in determining
the financial effects.
5. The Rights Offers proceeds, net of estimated expenses, are assumed to have been used to repay a portion of
the senior debentures. The effect on interest is as a result of the spread change from 340 and 370 basis points to
450 basis points, relating to the senior debentures as well as the partial recognition of the breakage fees charged
by the holders of the senior debentures.
6. All adjustments with the exception of transaction costs are expected to have a continuing effect.
7. A statutory tax rate of 28% has been applied to the interest adjustment to the statement of comprehensive
income.
8. The closing price of the Company’s Shares as at 8 April 2013 was used as the ‘market value’ in determining
the factor to be used in restating the basic EPS and HEPS for the rights issue in terms of IAS33.
4. Further Notices
It is anticipated that a finalisation announcement in respect of the Rights Offer will be released on
SENS on Friday, 17 May 2013 and published in the South African press on Monday, 20 May 2013.
The Rights Offer circular, incorporating revised listing particulars and a form of instruction in respect
of letters of allocation, where applicable, will be posted to Gijima shareholders recorded as such on
the record date for the Rights Offer, on or about Monday, 3 June 2013.
5. Withdrawal of Cautionary
Given that the final terms, salient dates and pro forma financial effects of the Rights Offer have now
been finalised and announced, Gijima shareholders are no longer required to exercise caution when
dealing in their Gijima shares.
Centurion
3 May 2013
Merchant bank and sponsor
Rand Merchant Bank Limited (A division of FirstRand Bank Limited)
Legal adviser
Webber Wentzel
Independent Reporting Accountants and Auditors
KPMG
Date: 03/05/2013 12:30:00 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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