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CHEMICAL SPECIALITIES LIMITED - Finalisation information pertaining to the proposed Rights Offer

Release Date: 18/10/2013 11:14
Code(s): CSP     PDF:  
Wrap Text
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.

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