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Further announcement on the partially underwritten rights offer
RBA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/009701/06)
(JSE code: RBA ISIN: ZAE000104154)
(“RBA” or “the company”)
Further announcement on the partially underwritten rights offer
1. Update on rights offer
Shareholders were notified by way of a SENS announcement on 2 April, 30 April and 24
May 2013 that the directors of RBA have decided to raise R10 million by way of a
partially underwritten rights offer, through the issue of 125 000 000 ordinary shares at a
subscription price of 8 cents per share in the ratio of 28.69 new ordinary shares for every
100 ordinary shares held in RBA at the close of business on the record date. The rights
offer has been underwritten to a total of R 9.145 million.
Excess applications are no longer allowed.
2. Timetable
The board of directors hereby wishes to inform shareholders that the dates previously
announced on 24 May 2013 are no longer applicable. The timetable for the rights offer is
now expected to be:
2013
Last day to trade in RBA shares in order to settle by the Thursday, 13 June
record date and to qualify to participate in the rights offer
(cum entitlement) on
Listing of letters of allocation on the JSE commences at Friday, 14 June
commencement of trading
Code: RBAN
ISIN: ZAE000178752
Shares commence trading ex-rights on the JSE at Friday, 14 June
commencement of trading
Record date for participation in the rights offer at the close Friday, 21 June
of business on
Rights offer circular and, where applicable, a form of Monday, 24 June
instruction posted to shareholders
Rights offer opens at commencement of trading Monday, 24 June
Dematerialised shareholders will have their accounts at their Monday, 24 June
CSDP or broker automatically credited with their entitlement
Certificated shareholders on the register will have their Monday, 24 June
entitlement credited to an account held with the transfer
secretaries
Last day to trade in letters of allocation on the JSE on Friday, 5 July
Listing of rights offer shares commences at commencement Monday, 8 July
of trading on
Rights offer closes at 12:00 - payments to be made and Friday, 12 July
forms of instruction in respect of letters of allocation lodged
by certificated shareholders by 12:00
Record date for letters of allocation on Friday, 12 July
Dematerialised shareholders’ accounts will be updated with Monday, 15 July
entitlements and debited by their CSDP or broker and
certificates posted to certificated shareholders
Results of rights offer released on SENS Monday, 15 July
1. No share certificates may be dematerialised or rematerialised between Friday, 14 June 2013
and Friday, 21 June 2013, both days inclusive.
2. Dematerialised shareholders 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 the shareholder and his/her CSDP or broker.
3. The CSDP or broker accounts of dematerialised shareholders will be automatically credited
with new RBA shares to the extent to which they have accepted the rights offer. RBA share
certificates will be posted, by registered post at the shareholder’s risk, to certificated
shareholders in respect of the rights offer shares that have been accepted.
4. CSDPs effect payment in respect of dematerialised shareholders on a delivery against
payment basis.
3. Documentation
It is expected that on 24 June 2013, RBA shall post to every shareholder registered as
such on the record date the letters of allocation in respect of the rights offer,
accompanied by a circular ("the circular") and such other documents as may be required
in terms of the Companies Act, and the Listings Requirements of the JSE. The circular
and letters of allocation will outline the detailed terms and conditions applicable to the
rights offer in addition to other relevant information.
4. Foreign jurisdictions
Any shareholder resident outside the common monetary area who receives the circular
and form of instruction, should obtain advice as to whether any governmental and/or any
other legal consent is required and/or any other formality must be observed to enable
such a subscription to be made in terms of such form of instruction.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to
make such an offer and the circular and form of instruction should not be forwarded or
transmitted by recipients thereof to any person in any territory other than where it is
lawful to make such an offer.
The Rights Offer Shares have not been and will not be registered under the Securities
Act of the United States of America. Accordingly, the rights offer shares may not be
offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United
States or to, or for the account or benefit of, United States persons, except pursuant to
exemptions from the Securities Act. The circular and the accompanying documents are
not being, and must not be, mailed or otherwise distributed or sent in, into or from the
United States. The circular does not constitute an offer of any securities for sale in the
United States or to United States persons.
The rights offer contained in the circular does not constitute an offer in the District of
Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia,
Japan or in any other jurisdiction in which, or to any person to whom, it would not be
lawful to make such an offer. Non-qualifying shareholders should consult their
professional advisers to determine whether any governmental or other consents are
required or other formalities need to be observed to allow them to take up the rights
offer, or trade their entitlement. Shareholders holding RBA shares on behalf of persons
who are non-qualifying shareholders are responsible for ensuring that taking up the
rights offer, or trading in their entitlements under that offer, do not breach regulations in
the relevant overseas jurisdictions.
To the extent that non-qualifying shareholders are not entitled to participate in the rights
offer as a result of the aforementioned restrictions, the allocated rights in respect of such
non-qualifying shareholders shall revert to RBA who shall be entitled to sell or place
same or failing which such rights will lapse.
5. Dates
The above dates and times are subject to amendment. Details of such amendment will
be released on SENS. A finalisation announcement is expected to be published on 6
June 2013.
31 May 2013
Johannesburg
Designated Adviser
Exchange Sponsors
Date: 31/05/2013 02:38:00 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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