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Finalisation information pertaining to the proposed Rights Offer
Chemical Specialities Limited
Incorporated in the Republic of South Africa
Registration number: (2005/039947/06)
Share code: CSP
ISIN: ZAE000109427
(“Chemspec” or “the Company”)
FINALISATION INFORMATION PERTAINING TO THE PROPOSED RIGHTS OFFER
1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER
Shareholders are referred to the proposed rights offer announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 27 June 2013 and the revised
terms announced on 2 August 2013, advising shareholders that Chemspec would be
undertaking a capital raising of R214,772,330 (before expenses) by way of a renounceable
rights offer (“the rights offer”).
In terms of the rights offer, 536,930,824 new Chemspec compulsory convertible preference
shares (“CCPs”), in the authorised but unissued share capital of the Company, will be
offered to Chemspec shareholders recorded in the register at the close of trade on Friday,
1 November 2013 who will receive rights to subscribe for rights offer shares on the basis
of 50 CCPs for every 100 Chemspec shares held, at 40 cents per rights offer share.
2. IRREVOCABLE UNDERTAKINGS AND UNDERWRITING
Chemspec has received irrevocable undertakings from shareholders holding in the aggregate
688 880 703 Chemspec shares to follow their rights, representing in aggregate 64.17% of
the existing issued share capital of Chemspec. The rights offer will not be underwritten.
Details of shareholders who have provided irrevocable undertakings are set out below:
Number of Chemspec shares
held(as at the last % of Chemspec shares (as at
Shareholder practicable date) the last practicable date)
Basfour 3014 CC 37 527 866 3.49
Basfour 2052 CC 145 678 561 13.57
Industrial 150 000 000 13.97
Development
Corporation
Corvest 6 (Pty) Ltd 355 674 276 33.12
Total 688 880 723 64.15%
3. EXCESS APPLICATIONS
Shareholders will be permitted to apply for rights offer shares in excess of their
entitlement. Any excess applications will be allocated to applicants in an equitable
manner by the company’s directors.
4. IMPORTANT DATES AND TIMES
The dates and times in respect of the rights offer are set out in the table below:
The salient information announcement regarding the rights Friday, 11 October
offer released on SENS by close of business (17:00)
Finalisation announcement released on SENS by 11:00 Friday, 18 October
Last day to trade in Chemspec ordinary shares in order to Friday, 25 October
participate in the rights offer (cum entitlement)
Listing of and trading in the letters of allocation under Monday, 28 October
the JSE Code CSPN and ISIN ZAE000184313 in respect of the
rights offer CCPson the JSE commences at 09:00
Chemspec ordinary shares commence trading ex entitlement Monday, 28 October
on the JSE at 09:00
Record date for the rights offer Friday, 1 November
Rights offer opens at 09:00 and the rights offer circular Monday, 4 November
posted to shareholders
Certificated shareholders will have their letters of Monday, 4 November
allocation credited to an electronic account held at the
transfer secretaries
Dematerialised shareholders will have their accounts at Monday, 4 November
their CSDP or broker credited with their entitlement
Last day for trading letters of allocation on the JSE Friday, 15 November
Listing of maximum number of rights offer CCPs and Monday, 18 November
trading therein on the JSE commences at 09:00
Rights offer closes at 12:00. Payment to be made and form Friday, 22 November
of instruction lodged by certificated shareholders at the
transfer secretaries
Record date for the letters of allocation Friday, 22 November
Rights offer CCPs issued and posted to shareholders in Monday, 25 November
certificated form on or about
CSDP or broker accounts in respect of dematerialised Monday, 25 November
shareholders will be updated with rights offer CCPs and
debited with any payments due
Results of rights offer announced on SENS Monday, 25 November
CSDP or broker accounts in respect of dematerialised Wednesday, 27 November
shareholders will be updated with excess rights offer
CCPs (where applicable) and debited with any payments due
on or about
Excess rights offer CCPs issued (where applicable) and Wednesday, 27 November
posted to shareholders in certificated form on or about
Adjustment to the number of rights offer CCPs listed Thursday, 28 November
effected on the JSE on or about
Notes:
- Unless otherwise indicated, all times are South African times;
- CSDPs effect payment in respect of dematerialised shareholders on a delivery
versus payment method; and
- Chemspec shareholders may not dematerialise or rematerialise their Chemspec
ordinary shares between Monday, 28 October 2013 and Friday, 1 November 2013,
both dates inclusive.
5. FOREIGN JURISDICTIONS
Non-resident shareholders may be affected by the rights offer, having regard to prevailing
laws in their respective jurisdictions. It is the responsibility of all such persons
(including without limitation, nominees and trustees) wishing to accept the rights offer,
to satisfy themselves of the full observance of the laws of any relevant territory in
connection therewith, including obtaining any requisite governmental or other consents,
observing any other requisite formalities and paying any issue, transfer or other taxes in
connection therewith due in such territory. Non-resident shareholders that are restricted
in their respective jurisdiction cannot participate in the rights offer and consequently
their letters of allocations will lapse.
6. DOCUMENTATION
A circular to Chemspec shareholders, incorporating revised listing particulars and setting
out full details of the rights offer, will be posted to shareholders on or about Monday, 4
November 2013. A form of instruction in respect of the LAs will be enclosed with the
circular for use by Chemspec shareholders who have not dematerialised their Chemspec
shares.
7. JSE APPROVAL
The JSE has approved the rights offer and there is no conditions precedent to the rights
offer taking place.
Johannesburg
18 October 2013
Corporate and Designated Advisor
Grindrod Bank Limited
Reporting Accountants and Auditors
KPMG Inc.
Date: 18/10/2013 11:14:00 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.