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Finalisation Announcement in relation to the Huge Rights Offer
HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
(“Huge” or “the Group” or “the Company”)
FINALISATION ANNOUNCEMENT IN RELATION TO THE HUGE RIGHTS OFFER
Shareholders are referred to the Declaration Announcement previously published, as well as the
announcement released on Tuesday, 5 August 2014, and are advised that the revised salient dates
with regard to the Huge Rights Offer are set out below:
2014
Last day to trade in order to settle by the record date and be recorded as a Friday, 15 August
qualifying shareholder
Shares trade ex-Rights Offer at 09:00 on Monday, 18 August
Listing of and trading in Letters of Allocation on the JSE under the code Monday, 18 August
HUGN and ISIN ZAE000193249 commences at 09:00 on
Circular and Forms of Instruction mailed to certificated shareholders Tuesday, 19 August
Record Date Friday, 22 August
Rights Offer opens at 09:00 Monday, 25 August
Letters of Allocation credited to electronic account at Transfer Secretaries Monday, 25 August
with regard to certificated shareholders
CSDP accounts credited with regard to dematerialised shareholders Monday, 25 August
Circular mailed to dematerialised shareholders (where applicable) Tuesday, 26 August
Last day to trade in Letters of Allocation in order to settle by close of the Friday, 29 August
Rights Offer
Listing of and trading in Rights Offer shares commences Monday, 1 September
Payments to be made and Forms of Instruction lodged with Transfer Friday, 5 September
Secretaries by holders of certificated shares by 12:00
Rights Offer closes at 12:00 Friday, 5 September
Record date for the Letters of Allocation Friday, 5 September
Rights Offer shares issued Monday, 8 September
CSDP/broker accounts of dematerialised shareholders updated and Monday, 8 September
debited
Share certificates posted to certificated shareholders Monday, 8 September
Results of the Rights Offer released on SENS Monday, 8 September
Refund payments, if applicable, and share certificates posted to certificated Wednesday, 10 September
shareholders in respect of excess applications on or about
Dematerialised shareholders’ accounts credited with excess shares and Wednesday, 10 September
debited with cost thereof (if applicable)
REVISED PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
The table below sets out the revised 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 as
adjusted for the post balance sheet settlement of litigation with MTN. 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 at 28 February 2014 for statement of financial position purposes and from 1 March
2013 for statement of comprehensive income purposes.
The presentation of the pro forma financial information is the responsibility of the directors of Huge.
Before – Pro Pro Pro
year forma Pro forma forma –
ended adjustment forma adjustment After
28 February MTN Before Rights the Rights
2014 settlement Rights % Offer Offer %
(1) (2) Offer change (3, 4, 5) (6) change
Basic earnings per share 13.54 (1.47) 12.07 (10.9) (2.25) 9.82 (27.5)
(cents)
Diluted earnings per 13.54 (1.47) 12.07 (10.9) (2.25) 9.82 (27.5)
share (cents)
Headline earnings per 13.66 (1.48) 12.18 (10.9) (1.78) 10.40 (23.9)
share (cents)
Diluted headline earnings 13.66 (1.48) 12.18 (10.9) (1.78) 10.40 (23.9)
per share (cents)
Net asset value per share 269.34 (1.61) 267.73 (0.6) 33.73 234.00 (13.12)
(cents)
Tangible net asset value (2.25) (1.61) (3.86) 20.45 16.59 837.58
per share (cents)
Number of shares in 80 254 517 - 80 254 517 20 000 000 100 254 517 24.9%
issue
Notes:
1. Extracted without adjustment from the published provisional condensed reviewed consolidated
results of Huge for the year ended 28 February 2014.
2. Subsequent to year end, Huge has entered into a settlement agreement with MTN which will
result in the reduction of trade and other payables by R50 784 312, the reduction in trade and
other receivables of R42 577 708 relating to a counter-claim raised against MTN and reversal
of a deferred taxation asset of R502 151. In addition, a reduction in cash of R10 000 000 has
been assumed, being the agreed settlement amount with MTN. The net impact on retained income
represents the difference between the net balance sheet accrual and the agreed settlement amount.
3. Issue of 20 million new Huge ordinary shares for a consideration of R1.00 each in terms of the
Rights Offer, including excess applications for any rights not followed in respect of treasury
shares held by Huge Telecom.
4. 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.
5. The pro forma financial effects are based on the assumption that the Rights Offer is fully
subscribed.
6. Basic earnings per share, diluted earnings per share, headline earnings 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.
7. 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.
JURISDICTION
The distribution of the circular and/or accompanying documents and/or the transfer of the Rights Offer
shares and/or the Rights to subscribe for Rights Offer shares in jurisdictions other than South Africa
may be restricted by law and failure to comply with any of those restrictions may constitute a violation
of the laws of any such jurisdiction. Neither the circular nor any Form of Instruction may be regarded
as an offer in any jurisdiction in which it is illegal to make such an offer. In those circumstances the
circular and any Form of Instruction are sent for information purposes only.
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 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, 19 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,
26 August 2014 to dematerialised shareholders recorded in the register on the
Record Date.
Johannesburg
8 August 2014
Designated Advisor
Arcay Moela Sponsors Proprietary Limited
Date: 08/08/2014 04:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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