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Update Announcement Regarding The Corporate Restructuring, Special Dividend And Capital Raise
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT ISIN code: ZAE000029773
Preference Share code: IVTP ISIN: ZAE000173399
("Invicta" or "the Company")
UPDATE ANNOUNCEMENT REGARDING THE CORPORATE RESTRUCTURING,
SPECIAL DIVIDEND AND CAPITAL RAISE
1. Introduction
1.1. Shareholders are referred to the SENS announcement
released on 10 November 2014 (“10 November
Announcement”) in respect of:
1.1.1. a corporate restructuring (“Corporate Restructuring”)
of Invicta and its subsidiaries (“Group”), which will
also include the restructuring of its black economic
empowerment (“BEE”) investors’ interests (“BEE
Restructuring”);
1.1.2. the payment of a special dividend of approximately
R1,5 billion before dividends tax which, as a
consequence of the BEE Restructuring, is expected to
be declared to ordinary shareholders of the Company
(“Ordinary Shareholders”) in advance of the proposed
Capital Raise (as defined hereunder) (“Special
Dividend”); and
1.1.3. a capital raise in the form of an underwritten
renounceable rights offer to Ordinary Shareholders of
approximately R2 billion before costs (“Rights
Offer”) and further R500 million before costs by way
of a placement of additional cumulative, non-
participating no par value preference shares
(“Preference Shares”) under the existing Preference
Share programme memorandum (“Preference Share
Placement”),
the Rights Offer and the Preference Share Placement
collectively hereinafter referred to as the “Capital
Raise”.
1.2 Further to the 10 November Announcement, shareholders
are advised that the board of directors of Invicta (“the
Board”) has since resolved to increase the Rights Offer
amount by an additional R250 million so as to raise a
total of R2.25 billion (“the Rights Offer Increase”).
1.3 In light of the positive market responses received
subsequent to the 10 November Announcement, the Board
considered and approved the Rights Offer Increase on the
basis that it will further enhance Invicta’s ability to
pursue its acquisition strategy, both locally and
abroad.
2. Corporate Restructuring and Special Dividend
The proposed terms and conditions of the Corporate
Restructuring (which includes the BEE Restructuring) and
the Special Dividend as set out in the 10 November
Announcement have not changed and remain as previously
announced.
3. Capital Raise
3.1. Following the Rights Offer Increase, the salient terms
and conditions of the Rights Offer are expected to be as
follows:
3.1.1. Ordinary Shareholders will be offered the right to
subscribe for approximately 32 608 696 (thirty two
million six hundred and eight thousand six hundred and
ninety six) new Invicta ordinary shares (“Ordinary
Shares”) in the share capital of Invicta ("Rights
Offer Shares");
3.1.2. the subscription price per Rights Offer Share
(“Subscription Price”) will be the lower amount of:
3.1.2.1. R69 (sixty nine Rand) per Rights Offer Share
(“Expected Issue Price”); and
3.1.2.2. the prevailing 30-day volume weighted
trading price of Ordinary Shares (“30-Day
VWAP”) as at the last practicable date,
which date is expected to be on or before 16
January 2015 (“the Last Practicable Date”)
less the proportionate amount of the Special
Dividend per Ordinary Share (“the Minimum
Rights Offer Price Arrangement”);
3.1.3. the Minimum Rights Offer Price Arrangement is a
condition to the Underwriting Agreements and
Irrevocable Commitments (details of both are set out
in paragraphs 3.1.4 and 3.1.5 below) and will only
become applicable in the unlikely event that the
Minimum Rights Offer Price Arrangement is below the
Expected Issue Price as at the Last Practicable Date,
in which event:
3.1.3.1. the Subscription Price will be adjusted to
be equal to the Minimum Rights Offer Price
Arrangement; or
3.1.3.2. the Company has the right to cancel the
Rights Offer altogether;
3.1.4. Ordinary Shareholders of Invicta representing
approximately 72% of the total issued Ordinary Shares,
excluding Ordinary Shares held in treasury (“Major
Shareholders”), have irrevocably committed to vote in
favour of the proposed resolutions required to pursue
the Capital Raise and to follow their rights under the
Rights Offer, subject to the Minimum Rights Offer
Price Arrangement (“Irrevocable Commitments”);
3.1.5. insofar as the remaining Rights Offer Shares over and
above the Rights Offer Shares committed for by the
Major Shareholders in terms of the Irrevocable
Commitments (“Remaining Rights Offer Shares”) are
concerned, Invicta entered into separate underwriting
agreements with Laurium Capital Proprietary Limited,
36ONE Asset Management Proprietary Limited, Soundprops
1091 CC (an entity associated with Mr. Arnold
Goldstone) and Titan Financial Services Proprietary
Limited (an entity associated with Dr. CH Wiese)
(“Underwriters”), whereby the Underwriters have
collectively agreed to proportionately subscribe for
any Rights Offer Shares forming part of the Remaining
Rights Offer Shares that are not taken up by Ordinary
Shareholders under the Rights Offer (“Underwriting
Agreements”); and
3.1.6. the cumulative effect of the Irrevocable Commitments
and the Underwriting Agreements is that all the Rights
Offer Shares will be taken up.
3.2. The proposed terms and conditions of the Preference
Share Placement (being an amount of R500 000 000) as set
out in the 10 November Announcement have not changed and
remain as announced therein, save for an increase of the
authorised but unissued Preference Share Capital to
18 000 000 (eighteen million) authorised Preference
Shares as opposed to 12 500 000 (twelve million five
hundred thousand) as previously announced. The rationale
for the increase is to have additional authorised but
unissued Preference Share Capital available for
potential future issues.
3.3. The final terms of the Capital Raise will be
communicated to Ordinary and Preference Shareholders
(“Shareholders”) on or before the Last Practicable Date
and will be subject to inter alia Shareholders passing
the resolutions required to implement the Capital Raise
and the necessary JSE approvals being obtained.
4. Approvals required and Postage of Circular
4.1. As set out in the 10 November Announcement and pursuant
to the implementation of the Capital Raise, certain
approvals (including in terms of s41(3) of the Companies
Act, 2008) will be sought from:
4.1.1. Ordinary Shareholders in terms of section 60 of the
Companies Act, 2008 (“Section 60 Notice to ordinary
shareholders”); and
4.1.2. Preference Shareholders through the calling of a
special general meeting of Preference Shareholders
(“Notice of General Meeting to Preference
Shareholders”).
4.2. A circular containing the full details of the corporate
actions forming part of the Corporate Restructuring and
the Capital Raise, the Section 60 Notice to Ordinary
Shareholders and the Notice of General Meeting to
Preference Shareholders (“Circular”) will be dispatched
to Ordinary Shareholders and Preference Shareholders on
Monday, 1 December 2014.
4.3. Confirmation of the posting of the Circular and further
details of the resolutions as set out in the Section 60
Notice to Ordinary Shareholders and the Notice of General
Meeting to Preference Shareholders and important dates
and times relating thereto will be communicated to
Shareholders in a further announcement on Monday, 1
December 2014.
Cape Town
28 November 2014
Corporate Advisor and Lead Transaction Sponsor: Bravura
Capital (Proprietary) Limited
Lead Independent Sponsor: Deloitte & Touche Sponsor Services
(Proprietary) Limited
Legal Advisors: Webber Wentzel
Tax Advisors: Edward Nathan Sonnenbergs Inc.
Date: 28/11/2014 04:53:00 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
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