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declaration data announcement regarding the proposed rights offer
Jasco Electronics Holdings Limited
Incorporated in the Republic of South Africa
Registration number: (1987/003293/06)
Share code: JSC
ISIN: ZAE000003794
(“Jasco” or “the Company”)
DECLARATION DATA ANNOUNCEMENT REGARDING THE PROPOSED RIGHTS OFFER
1. Introduction 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 22
November 2013, advising shareholders that Jasco would be undertaking a
capital raising of R57.6 million (before expenses) by way of a renounceable
rights offer (“the rights offer”)
In terms of the rights offer, 72 million new Jasco ordinary shares (“rights
offer shares”) in the authorised but unissued share capital of the Company,
will be offered to Jasco shareholders recorded in the register at the close
of trade on Friday, 20 December 2013 on the basis of 49.181 rights offer
shares for every 100 Jasco shares held, at 80 cents per rights offer share.
2. Conditions precedent
The rights offer is subject to the JSE Limited:
- granting a listing for the Letters of Allocation and the rights offer
shares; and
- approving the rights offer circular and supporting documents.
3. Purpose of the rights offer
Jasco is in the final year of its three-year restructuring programme and has
made significant progress thus far, with the 2013 financial year being one
of strong corrective action.
The major milestones achieved during the first two years of the
restructuring programme can be summarised as follows:
• The consolidation of five business units;
• The removal of several management positions and one management level;
• The de-registration or sale of thirteen legal entities;
• Creating a single Jasco brand from numerous disjointed brands;
• Growing the order intake from R800 million in 2011 to R1.2 billion in 2013;
• Expanding the national and regional footprint to service major customers;
• Expanding into eleven new product and market segments; and
• Reducing customer dependency, with no customer representing more than 8%
or revenue.
Going forward, the last year of this programme will be focussed on the
following key areas:
• Improving the funding position as well as reducing the interest burden on
the business;
• Exiting low-value manufacturing businesses systematically, which includes
the finalisation of the sale of M-TEC and the disposal of non-core
business units in, inter alia, the automotive and leisure segments of
Jasco Electrical Manufacturers;
• Monitoring non-performing business areas; and
• Improving the quality of earnings generated by Jasco by amongst other
things, completing the restructuring programme, consolidating
procurement and improving working capital management.
In line with the restructuring programme and the Group’s strategic
initiative on improving its funding position, the directors of Jasco have
proposed the rights offer to further accelerate its organic growth
strategies and to strengthen and improve the structure and efficiency of its
balance sheet.
The company intends to use the proceeds of the rights offer to:
• Reduce the Group’s bank account overdraft balances and continue to fund
organic growth initiatives; and
• Increase the balance sheet flexibility by diversifying and improving
funding sources and ensuring additional borrowing capacity.
4. Letters of Allocation
The rights to rights offer shares will be issued in dematerialised form and
are negotiable and can be sold on the JSE. The electronic record for
certificated shareholders will be maintained by Link Market (Proprietary)
Limited. This will make it possible for certificated shareholders, who are
eligible to participate in the rights offer, to enjoy the same rights and
opportunities as those shareholders who have already dematerialised their
rights offer shares.
5. Irrevocable undertakings and underwriting
The rights offer is partially underwritten by Sasfin Bank Limited (“Sasfin”)
and Harvibase Investments (Proprietary) Limited (“Harvibase”) to an amount
of R45 million and an underwriting fee of R1 000 000 will be payable to
Sasfin. The right of the underwriters to subscribe for the rights offer
shares in terms of the underwriting agreements shall firstly be allocated to
Sasfin being the lead underwriter, up to a maximum of R40 000 000, and
thereafter to Harvibase, being the co-underwriter, to a maximum of R5 000
000. The right of the underwriters to subscribe for the rights offer shares,
shall rank before any/all excess application(s).
6. 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. The right of the
underwriters to subscribe for the rights offer shares, shall rank before
any/all excess application(s).
7. 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.
8. Salient dates and times
The salient dates and times pertaining to the rights offer are as follows:
The salient information announcement regarding Thursday, 28 November 2013
the rights offer released on SENS by close of
business (17:00)
Finalisation announcement released on SENS by Thursday, 5 December 2013
11:00
Last day to trade in Jasco ordinary shares in Thursday, 12 December 2013
order to participate in the rights offer (cum
entitlement)
Listing of and trading in the letters of Friday, 13 December 2013
allocation under the JSE Code JSCN and ISIN
ZAE000185856 in respect of the rights offer
shares on the JSE commences at 09:00
Jasco ordinary shares commence trading ex Friday, 13 December 2013
entitlement on the JSE at 09:00
Record date for the rights offer Friday, 20 December 2013
Rights offer opens at 09:00 and the rights Monday, 23 December 2013
offer circular posted to shareholders
Certificated shareholders will have their Monday, 23 December 2013
letters of allocation credited to an
electronic account held at the transfer
secretaries
Dematerialised shareholders will have their Monday, 23 December 2013
accounts at their CSDP or broker credited with
their entitlement
Last day for trading letters of allocation on Friday, 10 January 2014
the JSE
Listing of the rights offer shares and trading Monday, 13 January 2014
therein on the JSE commences at 09:00
Rights offer closes at 12:00. Payment to be Friday, 17 January 2014
made and form of instruction lodged by
certificated shareholders at the transfer
secretaries
Record date for the letters of allocation Friday, 17 January 2014
Rights offer shares issued and posted to Monday, 20 January 2014
shareholders in certificated form on or about
CSDP or broker accounts in respect of Monday, 20 January 2014
dematerialised shareholders will be updated
with rights offer shares and debited with any
payments due
Results of rights offer announced on SENS Monday, 20 January 2014
CSDP or broker accounts in respect of Wednesday, 22 January 2014
dematerialised shareholders will be updated
with excess rights offer shares (where
applicable) and debited with any payments due
on or about
Excess rights offer shares issued (where Wednesday, 22 January 2014
applicable) and posted to shareholders in
certificated form on or about
Adjustment to the number of rights offer Wednesday, 22 January 2014
shares listed effected on the JSE on or about
Notes:
- The above dates and times are subject to change. Any change will be
published on SENS.
- Unless otherwise indicated, all times are South African times;
- CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method; and
- Jasco shareholders may not dematerialise or rematerialise their Jasco
ordinary shares between Friday, 13 December 2013 and Friday, 20
December 2013, both dates inclusive.
9. Finalisation announcement
Jasco anticipates that the finalisation announcement relating to the rights
offer will be released on SENS on or about Thursday, 5 December 2013.
10. Posting of rights offer circular
A circular to shareholders, giving full details of the rights offer, will be
mailed to shareholders on or about Monday, 23 December 2013.
11. Directors to follow rights
No directors have indicated that they will follow their rights in terms of
the rights offer.
Johannesburg
28 November 2013
Corporate and Sponsor
Grindrod Bank Limited
Reporting Accountants and Auditors
Ernst & Young Inc.
Lead Underwriter
Sasfin Bank Limited
Co-underwriter
Harvibase Investments (Pty) Limited
Date: 28/11/2013 04:20:00 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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