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').
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.