RCL FOODS LIMITED - Finalisation announcement in respect of the pro rata offer

Release Date: 17/01/2014 08:00
Code(s): RCL
 
Wrap Text
Finalisation announcement in respect of the pro rata offer

RCL Foods Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/004972/06)
Share code: RCL
ISIN: ZAE000179438
(“RCL Foods” or the "Company")

FINALISATION ANNOUNCEMENT IN RESPECT OF THE PRO RATA OFFER

1. Introduction

RCL Foods shareholders are referred to the announcement released
on the Stock Exchange News Service (“SENS”) on Thursday, 21
November 2013 and to the circular issued on Thursday, 12 December
2013   (the    “Circular”)   advising   RCL    Foods   shareholders
("Shareholders") of inter alia a proposed equity capital raising,
including a pro rata offer of new ordinary shares in RCL Foods
("RCL Foods Shares") to all Shareholders (other than Industrial
Partnership Investments (Proprietary) Limited, TSB Sugar Holdings
(Proprietary)    Limited   and   Eagle   Creek    Investments   620
(Proprietary) Limited and those Shareholders resident in certain
foreign jurisdictions)("RCL Foods Minority Shareholders")(the "Pro
Rata Offer").


2. Terms of the Pro Rata Offer

In terms of the Pro Rata Offer, the Company is offering 74 214 642
RCL Foods Shares to Qualifying RCL Foods Minority Shareholders
registered as such on the record date for the Pro Rata Offer,
being Friday, 31 January 2014 ("Record Date") ("Qualifying RCL
Foods Minority Shareholders") in the ratio of 53.10646 Shares
("Pro Rata Offer Shares") for every 100 RCL Foods Shares held on
the Record Date.

The subscription price for the Pro Rata Offer Shares is R16.50 per
Pro Rata Offer Share ("Pro Rata Offer Subscription Price"). The
Pro Rata Offer Subscription Price amounts to a 3.4% discount to
the 30 day VWAP per RCL Foods Share as at 16 January 2014 and a
4.7% discount to the price of the RCL Foods Shares issued to TSB
Holdings (Proprietary) Limited as consideration for the Company's
acquisition of 100% of the shares in TSB Sugar RSA (Proprietary)
Limited and TSB Sugar International (Proprietary) Limited.

3. Conditions precedent
All of the conditions precedent to the Pro Rata Offer have been
fulfilled and the Pro Rata Offer is open for acceptance.

4. Salient dates and times

The salient dates and times applicable to the Pro Rata Offer are
contained in the Circular and set out below:


                                                                                2014
Last day to trade in RCL Foods Shares in order to
participate in the Pro Rata Offer on                              Friday, 24 January

RCL Foods Shares trade ex-entitlements on                         Monday, 27 January

Record Date at 17:00 on                                           Friday, 31 January

For certificated Qualifying RCL Foods Minority
Shareholders wishing to subscribe for Pro Rata
Offer Shares, payment of the aggregate Pro Rata
Offer Subscription Price due in respect of the
Pro Rata Offer Shares for which they wish to
subscribe to be made and forms of acceptance to
be delivered to Computershare Investor
Services (Proprietary) Limited (the
"Transfer Secretary") by 12:00 on                                Tuesday, 4 February

Pro Rata Offer closes at 12:00 on                                Tuesday, 4 February

Expected issue and listing of Pro Rata Offer
Shares on                                                        Monday, 10 February

CSDP or broker accounts in respect of
dematerialised Qualifying RCL Foods Minority
Shareholders debited with the aggregate Pro Rata
Offer Subscription Price due in respect of the
Pro Rata Offer Shares for which they wish to
subscribe and credited with Pro Rata Offer
Shares, and Share certificates in respect of the
Pro Rata Offer Shares posted to certificated
Qualifying RCL Foods Minority Shareholders on
or about                                                         Monday, 10 February

1. RCL Foods Shares may not be dematerialised or rematerialised between Monday, 27
January 2014 and Friday, 31 January 2014 both days inclusive.

2. Dematerialised Qualifying RCL Foods Minority Shareholders are required to notify their
duly appointed CSDP or broker of their acceptance of the Pro Rata Offer Shares in the
manner and within the time stipulated in the agreement governing the relationship between
the relevant shareholder and his CSDP or broker.
3. The CSDP or broker accounts of dematerialised Qualifying RCL Foods Minority
Shareholders will be automatically credited with Pro Rata Offer Shares to the extent to
which they have accepted the Pro Rata Offer.

4. CSDPs effect payment, in respect of dematerialised Qualifying RCL Foods Minority
Shareholders, on a delivery versus payment basis.

5. Share certificates will be posted, by registered post, to certificated Qualifying RCL
Foods Minority Shareholders at their own risk in respect of the Pro Rata Offer Shares for
which they have subscribed.


5. Documentation

Shareholders are reminded that copies of the Circular, containing
full details of the Pro Rata Offer and procedures for the
subscription for Pro Rata Offer Shares, may be obtained from the
registered offices of the Company, the Transfer Secretary and Rand
Merchant Bank. The Circular may also be inspected on the Company’s
website, www.rclfoods.co.za.

In the case of certificated Qualifying RCL Foods Minority
Shareholders, a form of acceptance was enclosed with the Circular.
A copy of the form of acceptance may be obtained from the Transfer
Secretary, if required.

Durban
17 January 2014

Merchant Bank and Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Attorneys
Cliffe Dekker Hofmeyr Inc.

Date: 17/01/2014 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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