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OCEANA GROUP LIMITED - Posting of Rights Offer Circular

Release Date: 24/08/2015 12:30
Code(s): OCE     PDF:  
Wrap Text
Posting of Rights Offer Circular

OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
(“Oceana” or “the Company” or “the Group”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA AND JAPAN, OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION

POSTING OF RIGHTS OFFER CIRCULAR

1. INTRODUCTION

  Shareholders of Oceana ("Shareholders") are referred to the
  Rights Offer finalisation announcement by Oceana released on
  the Stock Exchange News Service of the JSE Limited on Friday,
  14 August 2015 and published in the press on Monday, 17 August
  2015, in terms of which Oceana advised that Shareholders will
  be offered 15,999,997 new ordinary shares of no par value
  ("Rights Offer Shares") at a subscription price of ZAR 75.00
  per Rights Offer Share and in the ratio of 13.98414 Rights
  Offer Shares for every 100 (one hundred) Oceana ordinary
  shares held on the initial record date being Friday, 28 August
  2015.


  Shareholders are advised that the circular in respect of the
  Rights Offer (“the Rights Offer Circular”) will be posted to
  certificated Shareholders on Tuesday, 25 August 2015 and to
  dematerialised Shareholders on Tuesday, 1 September 2015.                 
  The Rights Offer Circular is also available on the Company’s
  website at www.oceana.co.za.


Cape Town
24 August 2015
Investor relations contact:

Imraan Soomra, Financial Director
+27 21 410 1458

Bookrunner, Underwriter and Transaction Sponsor to Oceana
The Standard Bank of South Africa Limited


South African Legal Counsel to Oceana
Webber Wentzel

Legal adviser to Standard Bank as Bookrunner and Underwriter
Allen & Overy (South Africa) LLP


Sponsoring Broker to Oceana on the Namibian Stock Exchange
Old Mutual Investment Services (Namibia) Proprietary Limited


NOTICE TO RECIPIENTS
This   announcement  is   not  for   distribution,  directly  or
indirectly, in or into the United States (including its
territories and dependencies, any state of the United States and
the District of Columbia), Canada and Japan.

Neither this announcement nor the Rights Offer constitutes or is
intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act, 2008.

This announcement does not constitute an offer of, or an
invitation to purchase, any securities of the Company in any
jurisdiction. This announcement does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities in the United States. Neither the rights offer nor
the securities mentioned herein have been, and will not be,
registered under the United States Securities Act of 1933 (the
“Securities Act”). The securities described herein (the
“Securities”) may not be offered, sold, taken up, resold,
renounced, exercised, pledged, transferred or delivered,
directly or indirectly, in or into United States at any time
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state and other securities laws of
the United States. The Securities may be offered, sold, taken
up, resold, renounced, exercised, pledged, transferred or
delivered, by persons outside the United States in accordance
with Regulation S under the U.S. Securities Act. There will be
no public offering of the Securities in the United States,
Canada and Japan.

In member states of the European Economic Area (“EEA”) which
have implemented the Prospectus Directive (each, a “Relevant
Member State”), this announcement and any offer if made
subsequently is directed exclusively at persons who are
“qualified investors” within the meaning of the Prospectus
Directive (“Qualified Investors”). For these purposes, the
expression “Prospectus Directive” means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU, to the
extent implemented in a Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State.

In the United Kingdom this announcement is only being
distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is
available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with
Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the
Order, (all such persons together being referred to as “relevant
persons”). Persons who are not relevant persons should not take
any action on the basis of this announcement and should not act
or rely on it.

Standard Bank is acting exclusively for the Company and no one
else in connection with the transactions described herein and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Rights Offer
or any other matters described herein and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients or for providing advice in
relation to the Rights Offer or any transaction or arrangement
referred to herein.

This announcement has been issued by and is the sole
responsibility of Oceana. No representation or warranty, express
or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the
advisors or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or
its   advisers, and   any  liability  therefor  is   expressly
disclaimed.

Date: 24/08/2015 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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