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DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE CLAW-BACK OFFER
Crookes Brothers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1913/000290/06)
Share code: CKS
ISIN: ZAE000001434
(“Crookes Brothers” or “the Company”)
DECLARATION AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE CLAW-BACK OFFER
1. INTRODUCTION
1.1. Crookes Brothers shareholders (“Shareholders”) are referred to the announcements published on the
Stock Exchange News Service of JSE Limited dated 25 June 2015, 30 July 2015, 11 August 2015 and
19 October 2015 regarding, inter alia, the proposed claw back offer to raise R215 million (“Claw-back
Offer”).
1.2. Shareholders are advised that the terms of the Claw-back Offer have now been finalised and all the
conditions precedent relating to the Claw-back Offer have been fulfilled.
2. RATIONALE FOR THE CLAW-BACK OFFER
2.1. The rationale for the Claw-back Offer is to raise R215 million in order for the Company to realise, among
other things, the following long and short-term goals:
2.1.1. the retirement of up to R100 million in debt;
2.1.2. the completion of Phase 1 of the Company’s Renishaw Property Development project, which
project will require capital expenditure of approximately R70 million; and
2.1.3. the completion of the Company’s Murrimo Macadamia Development project, which project will
require capital expenditure of approximately R40 million.
3. TERMS OF THE CLAW-BACK OFFER
3.1. A total of 2 687 500 Crookes Brothers shares (“Claw-back Shares”) will be offered in terms of the
Claw-back Offer at a Claw-back Offer price of R80 per Claw-back Share.
3.2. The Claw-back Offer price represents a premium of 31.34% to the 30 day volume weighted average
traded price of the Company’s shares on the JSE up to and including Thursday 19 November 2015 of
R60.91, being the day before the date of publication of this announcement.
3.3. Shareholders will receive the right to subscribe for 21.36868 new Crookes Brothers shares for every 100
shares held on the Claw-back Offer record date being Friday, 4 December 2015 (“Entitlement/s”).
Shareholders will not be obliged to take up their full allocation of Claw-back Shares, and may take up
part only.
3.4. The Claw-back Offer does not include the right for Shareholders to apply for excess Claw-back Shares.
4. SALIENT DATES AND TIMES RELATING TO THE CLAW-BACK OFFER
Set out in the table below are the salient dates and times applicable to the Claw-back Offer
Last day to trade in Crookes Brothers shares in order to qualify to participate in the Claw- Friday, 27 November
back Offer (cum Entitlement) on
Crookes Brothers shares trade ex Entitlement from commencement of trade on Monday, 30 November
Listing and trading of letters of allocation on the JSE under the JSE code CKSN and
ISIN ZAE000207627 from the commencement of trade on Monday, 30 November
Circular and form of instruction posted to certificated Shareholders on Tuesday, 1 December
Record date for Shareholders to participate in the Claw-back Offer Friday, 4 December
Claw-back Offer opens at 9:00 on Monday, 7 December
Letters of allocation credited to an electronic account held at the transfer secretaries in
respect of certificated Shareholders on Monday, 7 December
CSDP or broker accounts credited with Entitlements in respect of holders of
dematerialised shares on Monday, 7 December
Circular distributed to dematerialised shareholders on Tuesday, 8 December
Last day for trading in letters of allocation on the JSE on Thursday, 10 December
Listing and trading of the Claw-back Shares commences on the JSE at 9:00 on Friday, 11 December
Claw-back offer closes at 12:00 on Friday, 18 December
Payment to be made and forms of instruction to be lodged by 12:00 on (see note 3) Friday, 18 December
Record date for letters of allocation Friday, 18 December
Share certificates posted to certificated Shareholders to the extent accepted on or about Monday, 21 December
Dematerialised Shareholders’ accounts updated with Claw-back Shares to the extent
accepted on Monday, 21 December
Silverlands (SA) Plantations S.ár.l (“Silverlands”) subscription shares issued to
Silverlands free of delivery on Monday, 21 December
Results of the Claw-back Offer published on SENS on Monday, 21 December
Notes:
1. Dematerialised Shareholders are required to notify their duly appointed Central Securities Depository
Participant (“CSDP”) or broker of their acceptance or otherwise of the Claw-back Offer in the manner and time
stipulated in the custody agreement governing the relationship between such Shareholder and their CSDP or
broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised between Monday, 30 November 2015, and
Friday, 4 December 2015, both dates inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP or broker credited with their Entitlements
on Monday, 7 December. Certificated Shareholders will have their Entitlements generated in electronic form
and held at the transfer secretaries, Computershare, on Monday, 7 December 2015.
5. The CSDP/broker accounts of dematerialised Shareholders will be automatically credited with new Crookes
Brothers shares to the extent to which they have accepted the Claw-back Offer. Crookes Brothers share
certificates will be posted, by registered post at the Shareholders’ risk, to certificated Shareholders in respect
of the Claw-back Shares which have been accepted.
5. JURISDICTION
5.1. The distribution of the circular and/or accompanying documents and/or the transfer of the new Crookes
Brothers shares and/or the right to subscribe for new Crookes Brothers shares in jurisdictions other than
South Africa may be restricted by law and failure to comply with any of those restrictions may constitute
a violation of the laws of any such jurisdiction in which it is illegal to make the Claw-back Offer. In such
circumstances this circular is not addressed to such Shareholders and the Claw-back Offer is made only
to qualifying Shareholders.
5.2. Any Shareholder resident outside the common monetary area who receives the 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.
5.3. The Claw-back 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 recipients thereof
to any person in any territory other than where it is lawful to make such an offer.
5.4. The Claw-back Shares have not been and will not be registered under the Securities Act of the United
States of America (“Securities Act”). Accordingly, the Claw-back 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.
5.5. The Claw-back Offer contained in the circular does not constitute an offer in the District of Columbia, 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 Claw-back Offer, or trade their Entitlement. Shareholders holding Crookes Brothers shares
on behalf of persons who are non-qualifying Shareholders are responsible for ensuring that taking up
the Claw-back Offer, or trading in their Entitlements under that offer, do not breach regulation in the
relevant overseas jurisdictions.
5.6. To the extent that non-qualifying Shareholders are not entitled to participate in the Claw-back Offer as a
result of the aforementioned restrictions, the allocated rights in respect of such non-qualifying
Shareholders will lapse.
6. CIRCULAR TO SHAREHOLDERS
The circular and a form of instruction in respect of a letter of allocation will be distributed to certificated
Shareholders on Tuesday, 1 December 2015. The circular will be distributed to dematerialised Shareholders on
Tuesday, 8 December 2015. The circular will also be available for download from the Company’s website at
www.cbl.co.za from Tuesday, 1 December 2015.
Mount Edgecombe
20 November 2015
Sponsor and Corporate Advisor
Sasfin Capital (a division of Sasfin Bank Limited)
Legal Advisors to the Company
Norton Rose Fulbright South Africa Incorporated
Legal Advisors to Silverlands
Cliffe Dekker Hofmeyr Incorporated
Date: 20/11/2015 01:30:00 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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