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Declaration announcement and terms of the Super Group fully-underwritten renounceable Rights Offer
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1943/016107/06)
Share code: SPG ISIN: ZAE000161832
(“Super Group” or “the Company”)
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
DECLARATION ANNOUNCEMENT AND TERMS OF THE SUPER GROUP FULLY-UNDERWRITTEN
RENOUNCEABLE RIGHTS OFFER
1. Introduction
Super Group shareholders (“Shareholders”) are referred to the announcement dated 13 July 2015 relating to
the acquisition of a 75% interest in the share capital of Telo Zwei Vermögensverwaltung GmbH, the holding
company owning 100% of IN tIME Holding GmbH (“Proposed Acquisition”), wherein Shareholders were
advised that Super Group would also undertake a fully-underwritten renounceable rights offer of R900 million
(“Rights Offer”) to assist with funding of the Proposed Acquisition.
At the general meeting of Shareholders held on 2 September 2015 the requisite resolutions were passed, placing
the unissued shares of the Company under the control of the board of directors of Super Group (“Board”) and
providing the Board with the necessary authority to allocate the required number of treasury shares for purposes
of the Rights Offer.
2. Salient terms of the Rights Offer
Super Group proposes to raise R900 million through an offer of 35,019,470 Rights Offer shares (“Rights Offer
Shares”) at a price of R25.70 per Rights Offer Share (“Rights Offer Issue Price”) in the ratio of 11.70057 Rights
Offer Shares for every 100 existing shares held on the record date for the Rights Offer, being Friday, 25
September 2015.
The Rights Offer Issue Price represents a 22.1% discount to the closing price on Wednesday, 9 September
2015.
Application has been made to the JSE for the listing of the letters of allocation and the Rights Offer Shares on
the securities exchange of the JSE as follows:
* letters of allocation in respect of 35,019,470 Rights Offer Shares will be listed from the commencement of
business on Friday, 18 September 2015 to the close of business on Friday, 2 October 2015, both days
inclusive, under the JSE code: SPGN and ISIN: ZAE000208336; and
* 33,751,353 Rights Offer Shares will be listed with effect from the commencement of business on Monday,
5 October 2015. The balance of 1,268,117 Rights Offer Shares, comprising treasury shares, are currently
listed.
The Rights Offer Shares will, upon allotment and issue, rank pari passu with all other shares of the same class.
Excess applications will be allowed.
3. Rationale for the Rights Offer
The total purchase consideration payable by Super Group for the Proposed Acquisition is €79.2 million
1
(approximately R1.1 billion) and comprises the following :
* €48.9 million (approximately R685 million) for a 75% equity interest; and
* a €30.3 million (approximately R424 million) shareholder loan.
1 Unless otherwise noted, all € figures have been converted at the R/€ exchange rate of €1 = R14.00
The funding of Super Group’s investment in IN tIME Holding GmbH will be via:
* the Rights Offer proceeds of R900 million; and
* the balance of approximately R200 million with existing cash on hand within Super Group.
4. Underwriting
Super Group has entered into an underwriting agreement with Investec Bank Limited in respect of the Rights
Offer, up to a maximum value of R1.1 billion (“Underwriting Agreement”).
Further details of the Underwriting Agreement are set out in the Rights Offer circular dated 18 September 2015
(“Rights Offer Circular”) expected to be distributed to certificated Shareholders on Monday, 21 September 2015
and to dematerialised Shareholders on Tuesday, 29 September 2015.
5. Excess applications
Shareholders will have the right to apply for any excess Rights Offer Shares not taken up by other Shareholders,
subject to such rights being transferable upon renunciation of the letters of allocation, and any such excess
shares will be attributed equitably, taking cognisance of the number of shares and rights held by the Shareholder
just prior to such allocation, including those taken up as a result of the Rights Offer, and the number of excess
rights applied for by such Shareholder.
If you are a certificated Shareholder and you wish to apply for excess Rights Offer Shares, you must complete
the form of instruction attached to the Rights Offer Circular in accordance with the instructions contained therein,
and enclose payment for such additional Rights Offer Shares with your subscription. The completed form of
instruction, together with payment, should be lodged with Computershare Investor Services Proprietary Limited
so as to be received by no later than 12:00 on Friday, 9 October 2015.
If you are a dematerialised Shareholder and you wish to apply for excess Rights Offer Shares, you must instruct
your Central Securities Depositary Participant (“CSDP”) or broker, in terms of the agreement entered into
between them and their CSDP or broker, as to the number of excess Rights Offer Shares for which you wish to
apply.
6. Conditions precedent
The implementation of the Rights Offer is subject to the JSE granting a listing for the letters of allocation and the
Rights Offer Shares on the securities exchange of the JSE in respect of the Rights Offer.
7. Foreign shareholders
Foreign Shareholders may be affected by the Rights Offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign Shareholders should inform themselves about and observe any applicable legal
requirements of such jurisdiction in relation to all aspects of this announcement that may affect them, including
the Rights Offer. It is the responsibility of each foreign Shareholders to satisfy himself as to the full observation of
the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the Rights Offer,
including the obtaining of any governmental, exchange or other consents or the making of any filing which may
be required, the compliance with other necessary formalities and the payment of any issue, transfer or other
taxes or other requisite payments due in such jurisdiction. The Rights Offer is governed by the laws of South
Africa and is subject to applicable laws and regulations, including the Exchange Control Regulations.
8. Salient dates and times
The proposed salient dates and times in respect of the Rights Offer are set out below:
2015
Declaration date announcement released on the Stock Exchange New
Thursday, 10 September
Services (“SENS”) on
Declaration date announcement published in the press Friday, 11 September
Finalisation date announcement released on SENS Monday, 14 September
Finalisation date announcement published in the press Tuesday, 15 September
Last day to trade in shares in order to participate in the Rights Offer Thursday, 17 September
Listing and trading of letters of allocation on the JSE under JSE code: SPGN
Friday, 18 September
and ISIN: ZAE000208336
Shares commence trading on the JSE ex-Rights Offer entitlement Friday, 18 September
Rights Offer Circular and form of instruction distributed to certificated
Shareholders Monday, 21 September
Record date for determination of Shareholders entitled to participate in the
Rights Offer Friday, 25 September
Dematerialised Shareholders will have their accounts at their CSDP or broker
automatically credited with their entitlement Monday, 28 September
Certificated Shareholders will have their entitlement credited to their accounts
Monday, 28 September
held with the transfer secretaries
Rights Offer opens at 09:00 Monday, 28 September
Rights Offer Circular distributed to those dematerialised Shareholders who
Tuesday, 29 September
have elected to receive documents in hard copy
Last day to trade letters of allocation on the JSE Friday, 2 October
Rights Offer Shares listed and trading therein commences on the JSE Monday, 5 October
Payment to be made and form of instruction to be lodged with the transfer
Friday, 9 October
secretaries by certificated Shareholders by 12:00
Rights Offer closes at 12:00 Friday, 9 October
Record date for letters of allocation Friday, 9 October
Rights Offer Shares issued Monday, 12 October
Dematerialised Shareholders’ accounts updated and debited by CSDP or
broker (in respect of payment for Rights Offer Shares) Monday, 12 October
Certificates distributed to certificated Shareholders (in respect of the Rights
Monday, 12 October
Offer Shares)
Results of Rights Offer announced on SENS Monday, 12 October
Results of Rights Offer announced in the press Tuesday, 13 October
Refunds (if any) to certificated Shareholders in respect of unsuccessful excess
applications made Wednesday, 14 October
Dematerialised Shareholders’ accounts updated and debited by their CSDP or
broker (in respect of successful excess applications) Wednesday, 14 October
Certificates distributed to certificated Shareholders (in respect of successful
Wednesday, 14 October
excess applications)
1. All references to dates and times are to local dates and times in South Africa.
2. Dematerialised Shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer in the manner
and time stipulated in the agreement governing the relationship between the Shareholder and their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Friday, 18 September 2015 and Friday, 25 September 2015, both
days inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP or broker automatically credited with their rights and certificated
Shareholders will have their rights credited to their accounts with Computershare Investor Services Proprietary Limited.
5. CSDPs effect payment in respect of dematerialised Shareholders on a delivery-versus-payment method.
9. Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer will be released on SENS on Monday, 14
September 2015.
10. Rights Offer Circular
Further details of the Rights Offer will be set out in the Rights Offer Circular which is expected to be distributed to
certificated Shareholders on Monday, 21 September 2015 and to dematerialised shareholders on Tuesday, 29
September 2015. The Rights Offer Circular will be made available on the Company’s website
www.supergroup.co.za from Friday, 18 September 2015.
Underwriter and financial advisor to the Rights Offer
Investec Bank Limited
JSE sponsor
Deutsche Securities (SA) Proprietary Limited
Johannesburg
10 September 2015
Date: 10/09/2015 07:30:00 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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