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Declaration announcement in respect of the huge rights offer
HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(“Huge” or “the Group” or “the Company”)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE HUGE RIGHTS OFFER
Shareholders are hereby advised that Huge intends to raise R20 000 000 by way of a
renounceable Rights Offer (“the Rights Offer”) of 20 000 000 new Huge ordinary share to
qualifying shareholders at a subscription price of 100 cents per Rights Offer Share, in the ratio
of 22.24658 Rights Offer Shares for every 100 Huge ordinary shares held on the Rights Offer
record date, being Friday, 15 August 2014.
RATIONALE FOR THE RIGHTS OFFER
The board of directors of Huge wishes to raise R20 000 000 for the following purposes:
- To satisfy the settlement agreement reached with a major supplier of the Group; and
- To finance the rapid growth which the Company is experiencing currently.
The above is not an exhaustive list of Huge’s planned application of proceeds of the Rights
Offer. Additional projects may be funded from cash generated by the Company from
operations during the normal course of business.
SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 20 000 000 new ordinary shares (“Rights Offer Shares”) will be
offered to Huge shareholders recorded in Huge’s share register at the close of business on
Friday, 15 August 2014 (“Record Date”), at a subscription price of 100 cents per Rights Offer
Share, in the ratio of 22.24658 Rights Offer Shares for every 100 Huge shares held.
Excess applications for Rights Offer Shares will be allowed. The Rights Offer is not conditional
upon any minimum subscription being obtained.
The Rights Offer Shares issued will rank pari passu with the existing issued shares of Huge.
PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
The table below sets out the pro forma financial effects of the Rights Offer based on the
provisional condensed reviewed consolidated results of Huge for the year ended 28 February
2014. The pro forma financial effects are presented for illustrative purposes only and,
because of their nature, may not give a fair reflection of Huge’s financial position, changes in
equity, results of operations and cash flows after the Rights Offer. It has been assumed for
purposes of the pro forma information presented below that the Rights Offer was effective
from 28 February 2014 for statement of financial position purposes and 1 March 2013 for
statement of comprehensive income purposes. The pro forma financial information is the
responsibility of the directors of Huge.
Published Pro forma
financial financial
information – information
28 February Pro forma after Rights Percentage
2014 1 adjustments Issue change
EPS (cents) 2 13.80 (2.57) 11.24 -18.60%
Diluted EPS (cents) 2 13.80 (2.57) 11.24 -18.60%
HEPS (cents) 2 13.92 (2.59) 11.33 -18.60%
Diluted HEPS (cents) 2 13.92 (2.59) 11.33 -18.60%
NAV per share (cents)
2, 3 269.34 (34.38) 234.96 -12.76%
TNAV per share
(cents) 2, 3 (2.25) 19.80 17.55 880.20%
Ordinary shares in
issue 2, 3 80 254 517 20 000 000 100 254 517 24.92%
Weighted average
number of ordinary
shares in issue 2, 3 87 529 850 20 000 000 107 529 850 22.85%
Notes:
1. Extracted without adjustment from the published provisional condensed reviewed
consolidated results of Huge for the year ended 28 February 2014;
2. Issue of 20 million new Huge ordinary shares for a consideration of R1.00 each in terms
of the Rights Offer.
3. Transaction costs of R267 000 are expected to be incurred in respect of the Rights
Offer. Costs incurred are attributable to the issue of new shares directly and have been
accounted for in share capital.
4. The pro forma financial effects are based on the assumption that the Rights Offer is fully
subscribed.
5. Basic loss per share, diluted loss per share, headline loss per share and diluted headline
loss per share effects are calculated based on the assumption that the Rights Offer was
effected on 1 March 2013.
6. The net asset value per share and tangible net asset value per share effects are based
on the assumption that the Rights Offer was effected on 28 February 2014.
SALIENT DATES AND TIMES
The salient dates and times relating to the Rights Offer are set out below.
2014
Finalisation announcement Tuesday, 5 August
Last day to trade in order to settle by the record date and be Friday, 8 August
recorded as a qualifying shareholder
Shares trade ex-Rights Offer at 09:00 on Monday, 11 August
Listing of and trading in Letters of Allocation on the JSE under Monday ,11 August
the code HUGN and ISIN ZAE000193249 commences at 09:00
on
Circular and Forms of Instruction mailed to certificated Tuesday, 12 August
shareholders
Record Date Friday, 15 August
Rights Offer opens at 09:00 Monday, 18 August
Letters of Allocation credited to electronic account at Monday, 18 August
Transfer Secretaries with regard to certificated shareholders
CSDP accounts credited with regard to dematerialised Monday, 18 August
shareholders
Circular mailed to dematerialised shareholders (where Tuesday, 19 August
applicable)
Last day to trade in Letters of Allocation in order to settle by Friday, 22 August
close of the Rights Offer
Listing of and trading in Rights Offer shares commences Monday, 25 August
Payments to be made and Forms of Instruction lodged with Friday, 29 August
Transfer Secretaries by holders of certificated shares by 12:00
Rights Offer closes at 12:00 Friday, 29 August
Record date for the Letters of Allocation Friday, 29 August
Rights Offer shares issued Monday, 1 September
CSDP/broker accounts of dematerialised shareholders Monday, 1 September
updated and debited
Share certificates posted to certificated shareholders Monday, 1 September
Refund payments, if applicable, and share Wednesday, 3 September
certificates posted to certificated shareholders in
respect of excess applications on or about
Dematerialised shareholders’ accounts credited with Wednesday, 3 September
excess shares and debited with cost thereof (if
applicable)
Notes:
1. All times indicated above are local times in South Africa.
2. Huge shares may not be dematerialised or rematerialised between Monday, 11 August
2014 and Friday, 15 August 2014, both days inclusive.
3. CSDPs effect payment with regard to dematerialised shares on a delivery versus
payment method.
FOREIGN SHAREHOLDERS
Any shareholder resident outside the common monetary area who receives the Rights Offer
circular and form of instruction, should obtain advice as to whether any governmental
and/or any other legal consent is required and/or any other formality must be observed to
enable such a subscription to be made in terms of such form of instruction.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make
such an offer and the Rights Offer circular and form of instruction should not be forwarded or
transmitted by recipients thereof to any person in any territory other than where it is lawful to
make such an offer.
The Rights Offer Shares have not been and will not be registered under the Securities Act of
the United States of America. Accordingly, the Rights Offer Shares may not be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for
the account or benefit of, United States persons, except pursuant to exemptions from the
Securities Act. The Rights Offer circular and the accompanying documents are not being,
and must not be, mailed or otherwise distributed or sent in, into or from the United States. The
Rights Offer circular does not constitute an offer of any securities for sale in the United States
or to United States persons.
The Rights Offer contained in the Rights Offer circular does not constitute an offer in the
District of Colombia, the United States, the Dominion of Canada, the Commonwealth of
Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not
be lawful to make such an offer. Non-qualifying shareholders should consult their professional
advisers to determine whether any governmental or other consents are required or other
formalities need to be observed to allow them to take up the Rights Offer, or trade their
entitlement. Shareholders holding Huge shares on behalf of persons who are non-qualifying
shareholders are responsible for ensuring that taking up the Rights Offer, or trading in their
entitlements under that offer, do not breach regulations in the relevant overseas jurisdictions.
Shareholders are advised that it is the responsibility of the shareholder and not their
Custodian, CSDP or stockbroker to ensure that they observe the laws of their
territories to ensure that they are eligible to participate in the Rights Offer.
To the extent that non-qualifying Shareholders are not entitled to participate in the
Rights Offer as a result of the aforementioned restrictions, the allocated rights in
respect of such non-qualifying Shareholders shall revert to Huge who shall be entitled
to sell or place same or failing which such rights will lapse
RIGHTS OFFER CIRCULAR
A circular containing full details of the terms of the Rights Offer and a form of instruction in
respect of a letter of allocation will be posted, on or about Tuesday, 12 August 2014, to all
certificated shareholders deemed to be recorded in the register as such on the Record
Date. A circular will be posted on Tuesday, 19 August 2014 to dematerialised shareholders
recorded in the register on the Record Date.
Johannesburg
1 August 2014
Designated Advisor
Arcay Moela Sponsors Proprietary Limited
Date: 04/08/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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