INVICTA HOLDINGS LIMITED - Declaration announcement in respect of the rights offer

Declaration announcement in respect of the rights offer

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")

DECLARATION ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER

1. Introduction
1.1 Shareholders are referred to the respective SENS announcements published on 10 November 2014 and 28 November 2014 (“November 2014 Announcements”) advising shareholders inter alia that Invicta would pursue:
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 (approximately R20,24 per ordinary share) 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 R2.25 billion before costs (“Rights Offer”).
1.2 Further to the November 2014 Announcements, Ordinary Shareholders are advised that the Company will proceed with the Rights Offer on the terms and conditions as set out below.

2. Salient features of the Rights Offer
2.1 Further to the above, shareholders are advised that the Company will be proposing the Rights Offer in terms of which 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"), at a subscription price of R69.00 (sixty nine Rand) per Rights Offer Share, in the ratio of 44.00724 Rights Offer Shares for every 100 Ordinary Shares held on the record date for the Rights Offer (“Record Date”), and/or such proportionate lower number of Ordinary Shares in respect of a holding of less than 100 Ordinary Shares held on the Record Date for the Rights Offer.
2.2 The aforementioned subscription price represents:
2.2.1 a discount of approximately 30.40% to the prevailing 30-day VWAP of the Ordinary Shares as at close of business on 15 January 2015; and
2.2.2 a discount of approximately 12.54% to the prevailing 30-day VWAP of the Ordinary Shares as at close of business on 15 January 2015 less the anticipated effect of the Special Dividend (approximately R20,24 per Ordinary Share).
2.3 The implementation of the Rights Offer is conditional upon the approval thereof by the JSE Limited, which approval is anticipated to be received in due course.
2.4 The Rights Offer will not include the right for Ordinary Shareholders to apply for excess Rights Offer Shares.

3. Important dates and times

The proposed salient dates and times of the Rights Offer are as follows:
                                                          2015
Special Dividend : Declaration data released 
on SENS                                              Friday, 9 January

Special Dividend : Finalisation data released 
on SENS                                              Friday, 16 January

Rights Offer : Declaration data released 
on SENS                                              Friday, 16 January

Rights Offer : Finalisation data released 
on SENS                                              Tuesday, 20 January

Last day to trade in Ordinary Shares in 
order to participate in the Special Dividend 
and Rights Offer (cum entitlement)                   Friday, 23 January

Listing of and trading in the Letters of 
Allocation under the JSE Code IVTN and 
ISIN ZAE000199295 on the JSE commences 
at 09h00 on                                          Monday, 26 January

Ordinary Shares commence trading ex-Rights 
and ex-Special Dividend on the JSE 
at 09h00 on                                          Monday, 26 January

Circular posted to Certificated Shareholders 
together with a Form of Instruction                  Tuesday, 27 January

Special Dividend: Record Date to 
determine which Ordinary Shareholders 
may receive the Special Dividend                     Friday, 30 January

Record Date for the Rights Offer                     Friday, 30 January

Rights Offer opens at 09h00 on                       Monday, 2 February

Special Dividend: Electronic transfer of 
funds or cheques posted or CSDP and broker 
accounts credited                                    Monday, 2 February

Certificated Shareholders will have their 
Letters of Allocation credited to an 
electronic account held at the Transfer 
Secretaries                                          Monday, 2 February

Dematerialised Shareholders will have their 
accounts at their CSDP or Broker credited 
with their entitlement                               Monday, 2 February

Circular posted to dematerialised shareholders, 
where applicable                                     Tuesday, 3 February

Last day for trading Letters of Allocation 
on the JSE                                           Friday, 6 February

Form of Instruction by Certificated 
Shareholders wishing to sell all or 
part of their entitlement to be lodged 
at the Transfer Secretaries by 12h00 on              Friday, 6 February

Listing of Rights Offer Shares and 
trading therein on the JSE commences                 Monday, 9 February

Rights Offer closes at 12h00. Payment to 
be made and Form of Instruction by 
Certificated Shareholders wishing to renounce 
or subscribe for all or part of the 
entitlement to be lodged at the Transfer 
Secretaries* by 12h00 on                             Friday, 13 February

Record Date for the Letters of Allocation            Friday, 13 February

Rights Offer Shares issued and posted to 
Certificated Shareholders in certificated form 
on or about                                          Monday, 16 February

CSDP or Broker accounts in respect of 
Dematerialised Shareholders will be updated 
with Rights Offer Shares and debited with any 
payments due on                                      Monday, 16 February

Results of Rights Offer announced on SENS            Monday, 16 February

*CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment method.

Notes:
1. Unless otherwise indicated, all times are South African times.
2. Ordinary Shareholders may not dematerialise or rematerialise their Ordinary Shares between Monday, 26 January 2015, and Friday, 30 January 2015, both dates inclusive.

4. Foreign Shareholders
4.1 Any shareholder resident outside the common monetary area who receives the Rights Offer circular (“Circular”) and form of instruction, should obtain advice as to whether any governmental and/or any other legal consent is required and/or any other formality must be observed to enable such a subscription to be made in terms of such form of instruction.
4.2 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 the recipient thereof to any person in any territory other than where it is lawful to make such an offer.
4.3 The Rights Offer Shares have not been and will not be registered under the Securities Act of the United States of America. Accordingly, the Rights Offer Shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the Securities Act. The Circular and the accompanying documents are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States. The Circular does not constitute an offer of any securities for sale in the United States or to United States persons. The Rights Offer contained in the Circular does not constitute an offer in the District of Colombia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. Non-qualifying shareholders should consult their professional advisers to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the Rights Offer, or trade their entitlement. Shareholders holding Ordinary Shares on behalf of persons who are non-qualifying Ordinary Shareholders are responsible for ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach regulations in the relevant international jurisdictions.
4.4 To the extent that non-qualifying Ordinary 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 Ordinary Shareholders shall lapse.

5. Circular
The Circular containing full details of the Rights Offer will be posted to Ordinary Shareholders on or about 27 January 2015, subject to the approval of the Rights Offer by the JSE as referred to in paragraph 2.3 above.

By order of the Board

GM Chemaly
Company Secretary
Cape Town
16 January 2015

Corporate Advisor and Lead Transaction Sponsor: Bravura Capital (Proprietary) Limited

Lead Independent Sponsor: Deloitte & Touche Sponsor Services (Proprietary) Limited

Date: 16/01/2015 05:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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