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Finalisation Announcement In Respect Of An Increase In The Number Of Authorised Shares And The Rights Offer
Gijima Group Limited
(previously Gijima AST Group Limited)
Registration number 1998/021790/06
Share code: GIJ
ISIN: ZAE000147443
(“Gijima” or "the Company")
FINALISATION ANNOUNCEMENT IN RESPECT OF AN INCREASE IN THE NUMBER OF AUTHORISED
SHARES AND THE RIGHTS OFFER
1. Increase in the number of authorised shares
Shareholders are referred to the announcement released on Stock Exchange News Service of the JSE
Limited ("JSE") (“SENS”) on 9 May 2013 advising, inter alia, that the special resolutions to convert Gijima's
par value shares to no par value shares, to amend Gijima's memorandum of incorporation and to increase
the number of Gijima’s authorised 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 conversion of the ordinary shares to no par value and the increase in the number of authorised Gijima
shares from 1 300 000 000 ordinary shares of no par value to 5 000 000 000 ordinary shares of no par value,
has therefore become effective.
2. Rights Offer
Shareholders are referred to the announcement released on SENS on 28 March 2013 and 3 May 2013
relating to the Company’s proposed renounceable rights offer to its shareholders to raise up to R150 million
(the “Rights Offer”).
The board of directors of Gijima is pleased to advise shareholders that all conditions precedent pertaining to
the Rights Offer have been fulfilled.
3. Salient Dates of the Rights Offer
The final salient dates and times for the Rights Offer are set out below.
2013
Last day to trade in Gijima ordinary shares (“Shares”) in order to Friday, 24 May
participate in 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 commences at Monday, 27 May
09:00 on
Record date for the Rights Offer for purposes of determining Friday, 31 May
shareholders 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 Friday, 21 June
entitlement, 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 all 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 certificate 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. 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 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 shareholders recorded
as such on the record date for the Rights Offer (or their renouncees).
4. Posting of the Rights Offer circular
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 shareholders recorded as such on the record date for the
Rights Offer, on Monday, 3 June 2013.
5. Jurisdiction
The Rights Offer Shares and the Rights Offer documentation will not be registered with any authority in any
jurisdiction other than South Africa. The Rights Offer circular is not to be regarded as an offer or invitation to
any person in any jurisdiction other than South Africa to the extent that any applicable legal requirement in
such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or
invitation in such jurisdiction to such person. In those circumstances, the Rights Offer circular will be for
information purposes only.
Centurion
17 May 2013
Merchant bank and sponsor
Rand Merchant Bank Limited (A division of FirstRand Bank Limited)
Legal adviser
Webber Wentzel
Date: 17/05/2013 11:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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