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Declaration and Finalisation Announcement and Publication of the Audited Annual Financial Statements
Curro Holdings Limited
Incorporated in the Republic of South Africa
Registration Number 1998/025801/06
JSE Alpha Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)
DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE
CURRO RIGHTS OFFER AND PUBLICATION OF THE AUDITED ANNUAL
FINANCIAL STATEMENTS
Shareholders are hereby advised that Curro intends to raise
approximately R740 000 000 by way of a partially
underwritten renounceable rights offer (“the Rights Offer”)
of 29 599 681 new Curro ordinary shares (“Rights Offer
Shares”) to qualifying shareholders at a subscription price
of 2 500 cents per Rights Offer Share, in the ratio of 1
Rights Offer Share for every 11 Curro ordinary shares held
on the Rights Offer record date, which is anticipated to be
on or about Friday, 17 April 2015 (“the Record Date”).
Shareholders are further advised that the Company has
received formal approval for the Rights Offer circular from
the Issuer Regulation Division of the JSE Limited and,
accordingly, the Rights Offer will be implemented in
accordance with the salient dates and times set out below.
RATIONALE FOR THE RIGHTS OFFER
The purpose of the Rights Offer is to provide Curro with
additional capital to finance the development of new
schools and the expansion and improvement of existing
campuses through the addition of classrooms and other
facilities to increase its capacity and to take advantage
of new opportunities that the market presents. Furthermore,
a portion of the Rights Offer proceeds will be used to
reduce certain of Curro’s existing debt and credit
facilities, and in doing so retain a conservative amount of
gearing.
SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 29 599 681 new ordinary
Rights Offer Shares will be offered to Curro shareholders
recorded in Curro’s share register at the close of business
on the Record Date, at a subscription price of 2 500 cents
per Rights Offer Share, in the ratio of 1 Rights Offer
Share for every 11 Curro shares held.
The Rights Offer price represents a discount of 23% to the
30 day volume weighted average traded price of Curro’s
ordinary shares of R32.40 as at 16 February 2015, being the
date on which the Rights Offer was approved by the Curro
board.
Excess applications for Rights Offer Shares will not be
allowed and any Rights Offer Shares that are not accepted,
renounced or sold shall revert back to the underwriter. The
Rights Offer is not conditional upon any minimum
subscription being obtained.
The Rights Offer Shares issued will rank pari passu with
the existing issued shares of Curro.
IRREVOCABLE UNDERTAKING AND UNDERWRITING
PSG Financial Services Limited (“PSG Financial Services”)
has provided Curro with an irrevocable commitment to follow
its rights in terms of the Rights Offer and to subscribe
for all the ordinary shares to which it is entitled, and to
procure that its wholly-owned subsidiary, Thembeka Capital
(RF) Limited (“Thembeka Capital”), follows its rights in
terms of the Rights Offer and subscribes for all the
ordinary shares to which it is entitled, for a commitment
fee of 1.5% of the amount committed to (excluding VAT),
meaning that its interest in Curro will not be diluted. PSG
Financial Services is a wholly-owned subsidiary of PSG
Group Limited and, together with Thembeka Capital,
currently holds 58.5% of the issued share capital of Curro.
The balance of the Rights Offer will be underwritten by PSG
Financial Services (“Underwriter”), representing 41.5% of
the Rights Offer Shares, for an underwriting fee of 1.5% of
the amount underwritten (excluding VAT).
SALIENT DATES AND TIMES
Declaration and finalisation Monday,
announcement released on SENS 30 March 2015
Last day to trade in ordinary shares in Friday,
order to participate in the Rights Offer 10 April 2015
(cum entitlement)
Listing of and trading in the letters of Monday,
allocation under the JSE Code COHN and 13 April 2015
ISIN ZAE000202644 on the JSE commences
at 09:00 on
Ordinary shares commence trading ex- Monday,
rights on the JSE at 09:00 on 13 April 2015
Circular posted to certificated Tuesday,
shareholders together with a form of 14 April 2015
instruction
Record Date for the Rights Offer Friday,
17 April 2015
Rights Offer opens at 09:00 on Monday,
20 April 2015
Certificated shareholders will have Monday,
their letters of allocation credited to 20 April 2015
an electronic account held at the
transfer secretaries
Dematerialised shareholders will have Monday,
their accounts at their CSDP or broker 20 April 2015
credited with their entitlement
Circular posted to dematerialised Tuesday,
shareholders on 21 April 2015
Last day for trading letters of Thursday,
allocation on the JSE 30 April 2015
Form of instruction lodged by Thursday,
certificated shareholders wishing to 30 April 2015
sell all or part of their entitlement at
the transfer secretaries by 12:00
Listing of Rights Offer Shares and Monday,
trading therein on the JSE commences 4 May 2015
Rights Offer closes at 12:00. Payment to Friday,
be made and form of instruction lodged 8 May 2015
by certificated shareholders wishing to
renounce or subscribe for all or part of
the entitlement at the transfer
secretaries on
Record date for the letters of Friday,
allocation 8 May 2015
Rights Offer shares issued and posted to Monday,
Shareholders in certificated form on or 11 May 2015
about
CSDP or broker accounts in respect of Monday,
dematerialised shareholders will be 11 May 2015
updated with Rights Offer shares and
debited with any payments due on
Results of Rights Offer announced on Monday,
SENS 11 May 2015
Notes:
1. Unless otherwise indicated, all times are South African
times.
2. Shareholders may not dematerialise or rematerialise their
ordinary shares between Monday, 13 April 2015, and
Friday, 17 April 2015, both dates inclusive.
3. CSDPs effect payment in respect of dematerialised
shareholders on a delivery versus payment method.
FOREIGN SHAREHOLDERS
Any shareholder resident outside the common monetary area
who receives the Rights Offer 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.
The Rights Offer does not constitute an offer in any
jurisdiction in which it is illegal to make such an offer
and the Rights Offer circular and form of instruction
should not be forwarded or transmitted by recipients
thereof to any person in any territory other than where it
is lawful to make such an offer.
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 Rights
Offer 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 Rights Offer
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 Rights Offer 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 Curro shares on behalf of persons who are non-
qualifying 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 overseas jurisdictions.
RIGHTS OFFER CIRCULAR
A circular containing full details of the terms of the
Rights Offer (“Rights Offer Circular”) will be posted on
Tuesday, 21 April 2015 to dematerialised shareholders
recorded in the register as such on the Record Date.
The Rights Offer Circular and a form of instruction in
respect of a letter of allocation will be posted on
Tuesday, 14 April 2015 to certificated shareholders
recorded in the register as such on the Record Date.
AUDITED FINANCIAL STATEMENTS
Shareholders are advised that the Company’s audited annual
financial statements in respect of the financial year ended
31 December 2014 are available on the Company’s website at
www.curro.co.za.
Cape Town
30 March 2015
Sponsor and Transaction Adviser: PSG Capital Proprietary Limited
Underwriter: PSG Financial Services Limited
Independent Sponsor: Questco Proprietary Limited
Date: 30/03/2015 10:05:00 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.
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