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EFFICIENT GROUP LIMITED - Rights offer finalisation announcement

Release Date: 10/03/2014 13:27
Code(s): EFG     PDF:  
Wrap Text
Rights offer finalisation announcement

EFFICIENT GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 2006/036947/06)
JSE share code: EFG ISIN: ZAE000151841
(“the company” or “Efficient”)

RIGHTS OFFER FINALISATION ANNOUNCEMENT

INTRODUCTION

It was announced on SENS on 20 November 2013 that Efficient had concluded an acquisition agreement in
terms of which, inter alia, Efficient has purchased all of the shares of Verso Investment Services Proprietary
Limited (“VIS”) for an aggregate purchase consideration of approximately R72.1 million (“the acquisition”).

A circular, incorporating a notice of general meeting, was posted to shareholders on 6 February 2014 (the
“acquisition circular”). A general meeting of Efficient shareholders was held at 10:00 on Friday, 7 March 2014
at the registered offices of Efficient (81 Dely Road, Hazelwood, Pretoria, 0081) (the “general meeting”)
whereat all resolutions contained in the notice of general meeting attached to the acquisition circular relating
to, inter alia, all authorisations and approvals required to give effect to the acquisition, were approved by the
requisite majority of shareholders.

The purchase consideration payable by Efficient in respect of the acquisition will be settled in cash as to 
R45.8 million and the balance of R26.3 million by way of the allotment and issue of 16 425 580 Efficient shares 
at an issue price of R1.60 per share.

The cash consideration of approximately R45.8 million will be settled as to approximately R17.8 million
through Efficient’s internal cash resources, with the balance of R28 million to be funded by way of a rights
offer.

Accordingly, Efficient hereby undertakes a rights offer in order to raise R28 million (“the rights offer”).

SALIENT TERMS

Shareholders are advised that following the approval of all resolutions required to give effect to the
acquisition, all conditions precedent to the acquisition have now been fulfilled and accordingly all conditions
precedent to the rights offer have now been fulfilled.

In terms of the rights offer:

-      Efficient shareholders will be offered 32.74303 rights offer shares for every 100 shares held by them on
       the initial record date (being Thursday, 20 March 2014); and

-      the subscription price will be R1.60 per rights offer share.

The JSE has granted listings for the letters of allocation and the rights offer shares as follows:

-      letters of allocation in respect of 17 500 000 new Efficient shares will be listed from the commencement
       of business on Friday, 14 March 2014 to close of business on Friday, 28 March 2014, both days inclusive,
       under the JSE share code: EFGN and ISIN: ZAE000188686; and

-      a maximum of 17 500 000 new Efficient shares will be listed with effect from the commencement of
       business on Monday, 31 March 2014 and thereafter adjusted for final demand, including excess
       applications, on or about Wednesday, 9 April 2014.

IMPORTANT DATES AND TIMES
                                                                                                            2014
    Last day to trade in Efficient shares in order to participate in the rights offer on      Thursday, 13 March
    Listing and trading of letters of allocation on the JSE on                                  Friday, 14 March
    Efficient shares commence trading on the JSE ex-rights offer entitlement on                 Friday, 14 March
    Rights offer circular and form of instruction posted to certificated shareholders
    on                                                                                          Monday, 17 March
    Record date for determination of shareholders entitled to participate in the
    rights offer (initial record date) on                                                     Thursday, 20 March
    Dematerialised shareholders will have their accounts at their CSDP or broker
    automatically credited with their entitlement on                                            Monday, 24 March
    Certificated shareholders on the register will have their entitlement credited to
    their account held with the transfer secretaries on                                         Monday, 24 March
    Rights offer opens at 09:00 on                                                              Monday, 24 March
    Last day to trade letters of allocation on the JSE on                                       Friday, 28 March
    Maximum number of rights offer shares listed and trading therein commences
    on the JSE on                                                                               Monday, 31 March
    Rights offer closes at 12:00 on                                                              Friday, 4 April
    Record date for letters of allocation on (final record date)                                 Friday, 4 April
    New Efficient shares issued on                                                               Monday, 7 April
    Dematerialised shareholders’ accounts updated and debited by CSDP or broker
    (in respect of entitlements to rights offer shares) on                                       Monday, 7 April
    Certificates posted to certificated shareholders (in respect of the rights offer
    shares) on or about                                                                          Monday, 7 April
    Results of rights offer announced on SENS on                                                 Monday, 7 April
    Results of rights offer announced in the press on                                           Tuesday, 8 April
    Refunds (if any) to certificated shareholders in respect of unsuccessful
    applications made on or about                                                             Wednesday, 9 April
    Dematerialised shareholders’ accounts updated and debited by their CSDP or
    broker (in respect of successful excess shares applications)                              Wednesday, 9 April

Notes:
1.      All dates and times are South African dates and times.

2.      Dematerialised shareholders are required to inform their CSDP or broker of their instructions in terms of
        the rights offer in the manner and time stipulated in the agreement governing the relationship between
        the shareholder and its CSDP or broker.

3.      Share certificates may not be dematerialised or rematerialised between Friday, 14 March 2014 and
        Thursday, 20 March 2014, both days inclusive.

4.      Dematerialised shareholders will have their accounts at their CSDP or broker automatically credited with
        their rights and certificated shareholders will have their rights credited to their account at Link Market
        Services South Africa Proprietary Limited.

5.      CSDPs effect payment in respect of dematerialised shareholders on a delivery-versus-payment method.

EXCESS SHARE APPLICATIONS

Efficient shareholders will have the right to apply for any excess rights offer shares not taken up by other
shareholders subject to such right being transferable upon renunciation of the letters of allocation, and any
such excess shares will be attributed equitably based on the number of shares held by the shareholder
concerned and the number of excess shares applied for, taking cognisance of the number of shares and rights
held by the shareholder just prior to such allocation, including those taken up as a result of the rights offer,
and the number of excess rights applied for by such shareholder.

FOREIGN SHAREHOLDERS

Introduction

Foreign shareholders may be affected by the rights offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign shareholders should inform themselves about and observe any applicable legal
requirements of such jurisdiction in relation to all aspects of this circular that may affect them, including the
rights offer. It is the responsibility of each foreign shareholder to satisfy himself as to the full observation of
the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the rights offer,
including the obtaining of any governmental, exchange or other consents or the making of any filing which
may be required, the compliance with other necessary formalities and the payment of any issue, transfer or
other taxes or other requisite payments due in such jurisdiction. The rights offer is governed by the laws of
South Africa and is subject to applicable laws and regulations, including the Exchange Control Regulations.

Affected foreign shareholders

Any Efficient shareholder who is in doubt as to his position with respect to the rights offer in any jurisdiction,
including, without limitation, his tax status, should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay. Foreign shareholders are reminded that they may dispose of their
Efficient shares on or prior to the last day to trade, in which case they will not participate in the rights offer.

Foreign shareholders accordingly must take their own advice on whether they are entitled, after the rights
offer, to continue beneficially to hold any Efficient shares distributed to them and take the appropriate action
in accordance with that advice.

Note to U.S. shareholders

The rights offer shares will not be registered with the U.S. Securities and Exchange Commission (“SEC”) under
the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws, including the U.S. Securities
Exchange Act of 1934, as amended. Neither the SEC nor any U.S. federal or state securities commission has
registered, approved or disapproved the rights offer shares or passed comment or opinion upon the accuracy
or adequacy of the rights offer circular. Any representation to the contrary is a criminal offence in the U.S.


10 March 2014


Corporate advisor and sponsor

Java Capital

Date: 10/03/2014 01:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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