To view the PDF file, sign up for a MySharenet subscription.

GIJIMA GROUP LIMITED - Rights Offer and Share Consolidation Announcement

Release Date: 21/11/2014 16:06
Code(s): GIJ     PDF:  
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'). 
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.

Share This Story