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

Release Date: 20/01/2015 12:56
Code(s): IVT IVTP     PDF:  
Wrap Text
Finalisation 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")

FINALISATION ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER

1.      Introduction

1.1     Shareholders are referred to the declaration announcement in respect
        of the Rights Offer released on SENS on 16 January 2015 ("Declaration
        Announcement"). The defined terms in the Declaration Announcement
        shall bear the same meaning in this announcement.

1.2     Further to the Declaration Announcement, Ordinary Shareholders are
        advised that the JSE Limited has approved the Rights Offer and that
        the Company will now proceed with the Rights Offer on the terms 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 30.49% to the prevailing 30-day VWAP
        of the Ordinary Shares as at close of business on 16 January 2015
        ("the Last Practicable Date"); and

2.2.2   a discount of approximately 12.68% to the prevailing 30-day VWAP
        of the Ordinary Shares as at the Last Practicable Date less the
        anticipated effect of the Special Dividend (R20,24 per Ordinary
        Share).

2.3     The Rights Offer will not include the right for Ordinary Shareholders
        to apply for excess Rights Offer Shares.

3.      Important dates and times

        The 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 27 January 2015.

By order of the Board

GM Chemaly
Company Secretary

Cape Town
20 January 2015

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

Lead Independent Sponsor: Deloitte & Touche Sponsor Services (Proprietary) Limited
Date: 20/01/2015 12:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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