Sharenet Sites 
Sharenet Sites
Pre-approval of Institutional funding, proposed R15m claw-back offer, R25m issue of shares and cautionary
GLOBAL ASSET MANAGEMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06)
Share Code: GAM ISIN: ZAE000173498
("Global" or “the company”)
ISIN Code: ZAE 000173498 Share code: GAM
ANNOUNCEMENT RELATING TO THE PRE-APPROVAL OF INSTITUTIONAL FUNDING, THE
PROPOSED R15 MILLION CLAW-BACK OFFER, THE R25 MILLION ISSUE OF SHARES UNDER
THE GENERAL AUTHORITY, AND CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the company has received a pre-approval
letter from an institutional funder for funding assistance of up to R600
million (Six hundred million rand) to enable it to fund part of the capital
requirements for the Alternative Energy projects the company has developed,
subject to a number of conditions precedent.
In conjunction with the institutional funding facility, the company intends
to raise equity capital by way of a Claw-back Offer and in pursuance
thereto, the company has entered into a subscription agreement with Insure
Group Managers Limited (“Insure”). The terms and rationale of the Claw-back
Offer are detailed below.
Shareholders are also advised that the company is continuing its fund
raising exercise by issuing additional shares under the general authority
as approved by shareholders at the Annual General Meeting that was held on
Tuesday, 1 July 2014.
PRE-APPROVAL OF FUNDING ARRANGEMENT OF R600 MILLION BY INSTITUTIONAL FUNDER
The company wishes to advise shareholders that it has received a pre-
approval letter from a large institutional funder for funding assistance of
up to R600 million (Six hundred million rand) to assist the company in
achieving its capital requirements needed to finance its longer term
ambitions in the Alternative Energy sector. The funding arrangement will be
available to support the immediate execution and delivery of the following
projects amongst others:
- The roll out of a plastic waste to oil conversion factory, with the
first factory to be established in Springs;
- The roll out of a rubber waste to oil conversion factory, with the
first factory to be established during 2015; and
- Solar energy projects, including the generation of concentrated solar
power.
The institutional funding facility is subject to various conditions
precedent and a further announcement will be made in due course.
THE CLAW-BACK OFFER
Introduction
Shareholders are advised that the company intends to proceed with a Claw-
Back Offer to raise R15 000 000 (Fifteen million rand) by issuing 6 521 739
ordinary shares of Global with a subscription price of 230 cents.
Rationale for the Claw-back offer
The company is engaged in various capital raising strategies in order to be
able to finance its ambitions in extracting value from various business
opportunities that it has developed over the last 2 years. The company has
been engaged in various projects in the Alternative Energy sector, some of
which have reached a stage where capital investment is required in order to
unlock the value from the projects and to be in a position to access the
above mentioned institutional funding facility.
The company has received indicative support from a sister company and
existing shareholder, namely Insure, in the form of financial arrangements
to allow the company to achieve its growth ambitions. In order to provide
equal opportunity to shareholders to participate in this recapitalisation
of the company, the capitalisation will be done through the mechanism of a
renounceable Claw-back Offer.
The Terms of the Claw-back Offer
In pursuance of the capitalisation strategy and the equitable treatment of
current shareholders, the company has entered into a subscription agreement
with Insure for an amount of R15 000 000 at an issue price of 230 cents per
share. The Claw-back offer will give current shareholders the opportunity
to claw-back their shareholding by subscribing for the shares held by
Insure in the ratio of 14.25769 Claw-Back Shares for every 100 Global
shares held at the record date, which date is to be announced in due
course.
Insure will not be charging an underwriting commission on the Claw-back
Offer.
The Claw-Back Offer will not include the right for shareholders to apply
for excess shares.
ISSUE OF SHARES UNDER THE GENERAL AUTHORITY
As mentioned above shareholders are advised that the company will continue
with the issue of shares authorised by shareholders to be issued under the
general authority to issue shares for cash in order to meet its equity
funding commitments and to unlock value in the projects it has been
involved in and which have been mainly focussed in the Alternative Energy
sector.
The company has raised over R27 million since listing, which has been
applied to developing the Energy Efficiency Company (“EEC”) (formed to fund
energy efficiency projects) and Energon, an approved Electricity Services
Company (“ESCO”) in which Global holds a 50% equity share.
Global intends raising an additional R25 million by issuing up to
10 869 565 ordinary shares of no par value under the general authority for
a minimum subscription price of 230 cents per share. Interested investors
should e-mail global@arborcapital.co.za.
CAUTIONARY ANNOUNCEMENT
In light of the above mentioned proposed Claw-back Offer, issue of shares
under the general authority and funding pre-approval (“transactions”),
shareholders are advised to exercise caution when dealing in the securities
of the company until a further announcement is made, as the proposed
transactions, if successfully concluded, may have a material effect on the
price of the Company’s securities.
Johannesburg
10 November 2014
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 11/11/2014 07:08:00 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.
