Wrap Text
Rights Offer and Share Consolidation Announcement
GIJIMA GROUP LIMITED
(Incorporated in South Africa)
(Registration number 1998/021790/06)
Share code: GIJ ISIN: ZAE000176533
(“Gijima” or “the Company”)
Rights Offer and Share Consolidation Declaration Announcement
(1) Introduction
Gijima Shareholders (“Shareholders”) are referred to the announcements released on the Stock
Exchange News Service of the JSE (“SENS”) on 30 September 2014 and11 November 2014 and
are advised that Gijima has proposed a fully underwritten renounceable rights offer of 1 000 000
000 (one billion) new ordinary shares (“Rights Offer Shares”) at a subscription price of 10 cents
per Rights Offer Share (“the Subscription Price”), in the ratio of 503.9867 Rights Offer Shares for
every 100 ordinary shares (“Gijima Shares”) held in Gijima (“the Rights Offer Entitlements”) at the
close of business on Friday, 5 December 2014 (“the Rights Offer”).
Shareholders are further referred to the announcement released on SENS on 14 November 2014,
detailing the results of the general meeting and confirming, inter alia, that that the special
resolutions were passed by the requisite majority of votes. The special resolutions have been filed
with the Companies and Intellectual Property Commission (“CIPC”), and are still subject to CIPC
registration.
(2) The Rights Offer
2.1 Terms of the Rights Offer
The Subscription Price represents a discount of 80.4% to the 30-day volume weighted
average traded price of Gijima as at 25 September 2014, the date on which the Rights Offer
was approved by the board of the Company. Gijima will raise a maximum amount of R100
000 000 in terms of the Rights Offer.
The proceeds from the Rights Offer will be used, inter alia, to recapitalise the Company, to
ensure compliance with the financial covenants pursuant to its trade receivables securitisation
funding program and to finance the working capital and capital expenditure requirements of
the Company.
Registered holders of Gijima Shares recorded in the register at 17:00 on the record date
being Friday, 5 December 2014 will have the right to apply for Rights Offer Shares in excess
of their Rights Offer Entitlements, on the same terms and conditions as those applicable in
terms of their Rights Offer Entitlements.
The Rights Offer Shares will, upon their issue, rank pari passu with all other Gijima Shares
and shall be fully paid up and freely transferable.
2.2 Irrevocable Undertaking and Underwriting
Guma Tech Proprietary Limited, Guma Tech Group Proprietary Limited, Guma Support
Proprietary Limited, Guma Investment Holdings Proprietary Limited and Yebo Guma
Investments Proprietary Limited (“the Guma Entities”), collectively owning 46.7% of the total
Gijima Shares, have signed an irrevocable undertaking to follow their rights.
The balance of the Rights Offer Shares, not subscribed for by Shareholders, has been fully
underwritten by Guma ICT Proprietary Limited (“the Underwriter”), equating to 53.3% of the
Rights Offer value (“the Underwritten Amount”).
The Company has agreed to pay a commitment fee of 4.33% of the value of the Rights Offer
Shares to the Guma Entities who will follow their rights under the Rights Offer upon their
subscription for the Rights Offer Shares.
An underwriting fee equal to 10% of the Underwritten Amount, to be raised pursuant to the
Rights Offer, is payable by the Company to the Underwriter.
The Rights Offer is fully underwritten and is therefore not conditional upon a minimum
subscription.
2.3 Foreign jurisdiction
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make
such an offer and the circular and form of instruction should not be forwarded or transmitted
by any person in any territory other than where it is lawful to make such an offer.
2.4 Important Dates and Times
The circular pertaining to the Rights Offer will be available on Gijima’s website from 01
December 2014, and will be posted to certificated Shareholders on 02 December 2014 and to
the dematerialised Shareholders (where applicable) on 09 December 2014.
2014
Rights Offer finalisation announcement released on SENS Tuesday, 25 November
Rights Offer Declaration announcement published in the press on Wednesday, 26 November
Last day to trade in Gijima Shares in order to settle trades by the Friday, 28 November
record date for the Rights Offer and to qualify to participate in the
Rights Offer (cum Rights Offer Entitlement) on
Listing of and trading in the letters of allocation on the JSE under JSE Monday, 1 December
code: GIJN and ISIN: ZAE000196432 commences at 09:00 on
Gijima Shares commence trading ex-rights on the JSE at 09:00 on Monday, 1 December
Circular and form of instruction posted to certificated Shareholders Tuesday, 2 December
Record date for the Rights Offer for purposes of determining the Friday, 5 December
Shareholders entitled to participate in the Rights Offer at the close of
business on
Rights Offer opens at 09:00 on Monday, 8 December
Dematerialised Shareholders will have their accounts at their central Monday, 8 December
securities depository participant (“CSDP”) or broker automatically
credited with their letters of allocation on
Certificated Shareholders will have their letters of allocation credited to Monday, 8 December
an electronic register at the transfer secretaries on
Circular distributed to dematerialised Shareholders, who have elected Tuesday, 9 December
to receive such documents
Last day to trade in letters of allocation in order to settle trades by the Thursday, 11 December
record date for the letters of allocation and participate in the Rights
Offer at the close of business on
Last day for form of instruction to be lodged with the transfer Thursday, 11 December
secretaries by certificated Shareholders wishing to sell all or part of
their Rights Offer Entitlement by 12:00 on
Listing and trading of Rights Offer Shares commence on the JSE at Friday, 12 December
09:00 on
Last day for form of instruction to be lodged with the transfer Friday, 19 December
secretaries by certificated Shareholders wishing to subscribe for or
renounce all or part of their Rights Offer entitlement by 12:00 on (see
note 2)
Record date for letters of allocation Friday, 19 December
Rights Offer closes at 12:00 and payment to be made on Friday, 19 December
CSDP/broker accounts credited with Rights Offer Shares and debited Monday, 22 December
with the payments due in respect of dematerialised Shareholders on
Rights Offer share certificates in terms of the Rights Offer posted to Monday,22 December
certificated Shareholders via registered post on or about
Results of Rights Offer announced on SENS on Monday, 22 December
Rights Offer Declaration announcement published in the press on Tuesday, 23 December
CSDP/broker accounts credited with excess Rights Offer Shares, Wednesday, 24 December
where applicable, and debited with the payments due in respect of
dematerialised Shareholders on
Rights Offer share certificates in terms of the excess Rights Offer Wednesday, 24 December
Shares, where applicable, posted to certificated Shareholders via
registered post on or about
Refund cheques posted to certificated Shareholders in respect of Wednesday, 24 December
unsuccessful applications via registered post on or about
Notes:
1. All or any of the above important dates and times are subject to change as may be required. Any
material changes made will be communicated to Shareholders by publication as soon as practicably
possible on SENS and in the South African press.
2. All dematerialised Shareholders (other than those with own name registration) must provide their
CSDP or broker of the action they wish to take in respect of the Rights Offer in the manner and by
the time stipulated by their CSDP or broker in terms of their respective custody agreements.
3. No dematerialisation or rematerialisation of Gijima Shares may take place between Monday, 1
December 2014 and Friday, 5 December 2014, both days inclusive.
4. CSDP’s effect payment in respect of dematerialised Shareholders Rights Offer Shares on a delivery
versus payment basis.
5. To the extent that the rights are accepted, dematerialised Shareholders will have their accounts at
their CSDP automatically credited with their rights and certificated Shareholders will have their
rights credited to an account at Link Market Services South Africa Proprietary Limited.
6. Rights Offer share certificates to be issued in terms of the Rights Offer will be posted to persons
entitled thereto, by registered post, at the risk of the certificated Shareholders concerned.
(3) The Share Consolidation
3.1 Terms of the Share Consolidation
The Company proposed that following the Rights Offer, that the Company undertake an
ordinary share consolidation on the basis of 1 consolidated Gijima Share for every 20 Gijima
Shares (“Consolidated Shares”) held before the consolidation (“Share Consolidation”).
The rationale for the Share Consolidation is to decrease the large number of authorised and
issued Gijima Shares following the Rights Offer, to a more manageable number of shares and
to narrow the bid-offer spread.
The Share Consolidation is conditional on the Rights Offer being implemented.
The Share Consolidation will be implemented in accordance with standard rounding
convention and the requirements of Strate, namely, allocations of Consolidated Shares will be
rounded down to the nearest whole number, where they are less than 0.5, and will be
rounded up to the nearest whole number if they are equal to or greater than 0.5, resulting in
allocations of whole Gijima Shares and no fractional entitlements.
3.2 Salient Dates pertaining to the Share Consolidation
2015
Finalisation date Friday, 9 January
Last day to trade in pre-consolidated shares Friday, 16 January
New share structure listed (under the JSE
code: GIJ and ISIN ZAE000198826) and old Monday, 19 January
share structure removed
Record date Friday, 23 January
Shareholders holding dematerialised shares Monday, 26 January
will have their accounts at their broker or
CSDP updated and new share certificates will
be posted to certificated shareholders on
(provided their old share certificates have been
surrendered by 12:00 on the record date. New
certificates will be posted within 5 days of
receipt if received after this time).
Note:
Share certificates in pre-consolidated form may not be dematerialised or rematerialised after Friday, 9
January 2015.
(4) Further Cautionary
Shareholders are advised to continue exercising caution when dealing in Gijima Shares until a
further announcement regarding the CIPC registration is made.
Centurion
21 November 2014
Corporate advisor and transaction sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal Advisor
Webber Wentzel
Underwritter
Guma ICT Proprietary Limited
Date: 21/11/2014 04:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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