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IMBALIE BEAUTY LIMITED - General issue of shares for cash and partially underwritten rights offer

Release Date: 22/01/2016 11:16
Code(s): ILE     PDF:  
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General issue of shares for cash and partially underwritten rights offer

Imbalie Beauty Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/025374/06)
(Share Code: ILE ISIN: ZAE000165239)
(“Imbalie” or “the company”)


GENERAL ISSUE OF SHARES FOR CASH AND PARTIALLY UNDERWRITTEN RIGHTS OFFER

1.       General issue of shares for cash

Imbalie shareholders (“Shareholders”) are advised that Imbalie has issued a total of 60 000 000 shares
(“the New Imbalie Shares”) for cash, representing 15.8% of the issued share capital of Imbalie before
this issue, in terms of a general authority to issue shares for cash as approved by Imbalie shareholders
at the annual general meeting of the Company held on 18 September 2015 (‘the Cash Issue’).

The New Imbalie Shares were issued at a price of 12 cents per share (“the Issue Price”), representing
a 7.8% discount to the 30 day volume weighted average price up to and including Wednesday, 13
January 2016, being the day prior to the date on which the board of directors authorised the Cash
Issue.

A total cash amount of R7.2 million has been raised in terms of the Cash Issue, and the new Imbalie
shares to be issued in terms of the Cash Issue will rank pari passu with the existing shares in issue.

The New Imbalie Shares were placed with a public shareholder as defined in paragraphs 4.25 and 4.26
of the JSE Limited Listings Requirements.

The New Imbalie Shares will be issued and listed on Friday, 29 January 2016.

2.       Rights offer

2.1      Introduction

Shareholders are advised that Imbalie intends to raise R25 million equity capital by way of the Rights
offer through the issue of up to 208 333 333 new ordinary shares of no par value to Imbalie
shareholders at a subscription price of 12 cents per rights offer share in the ratio of 47.28532 rights
offer shares for every 100 Imbalie ordinary shares held at the close of trade on Friday, 12 February
2016 (“Record Date”).

2.2      Rationale for the rights offer

The proceeds of the rights offer will be used:

-     to strengthen the company’s financial position by repaying debt;
-     for general working capital purposes; and
-     to fund acquisitions from time to time.

2.3      Terms of rights offer

In terms of the Rights offer, 208 333 333 new ordinary shares of no par value will be offered to
Shareholders on the Record Date (“Qualifying Shareholders”) at a price of 12 cents per Rights offer
share (“Subscription Price”), representing a maximum Rights offer equity capital raise of R25 million.
The Subscription Price represents a discount of 7.8% to the 30 day volume weighted average price up
to and including Wednesday, 13 January 2016, being the last day prior to the date that the board of
directors approved the terms of the Rights offer. The Rights offer will be offered to Qualifying
Shareholders in the ratio of 47.28532 Rights offer shares for every 100 Imbalie ordinary shares held
on the Record Date.

Gayatri Paper Mills (Proprietary) Limited and SA Madiba Investments (Proprietary) Limited (the
“Underwriters”) have committed to partially underwrite the Rights offer for a maximum of 141 666
666 new ordinary shares of no par value which shall not have been subscribed for by Qualifying
Shareholders pursuant to the Rights offer for a consideration of R17 million (“Underwritten Amount”)
at the Subscription Price in accordance with the underwriting agreement entered into between the
Underwriters and the Company (“Underwriting Agreement”). Mr W.P. van der Merwe, an executive
director of Imbalie, is a shareholder and director of SA Madiba Investments (Proprietary) Limited.

To the extent that Qualifying Shareholders do not follow their rights in terms of the Rights offer, the
Underwriters will be issued with the Rights offer shares up to the maximum of the Underwritten
Amount. To the extent that all Qualifying Shareholders follow their rights in terms of the Rights offer,
the Underwriters will not be issued any Rights offer shares.

The Rights offer shares will, upon allotment and issue, rank pari passu with the existing issued Imbalie
ordinary shares in terms of both voting and distribution rights.

The entitlement of each Qualifying Shareholder holding certificated shares (“Qualifying Certificated
Shareholder”) will be reflected in the appropriate block in the form of instruction, to be enclosed in
the circular to be issued to shareholders.

Qualifying Shareholders holding dematerialised shares (“Qualifying Dematerialised Shareholders) will
not receive a printed form of instruction. Their central securities depository participant (“CSDP”) or
broker accounts will automatically be credited with their entitlements.

Fractional entitlements to shares resulting from the Rights offer will be rounded down to the nearest
whole number if they are less than 0.5, and will be rounded up to the nearest whole number if they
are equal to or greater than 0.5.

Qualifying Shareholders not holding a multiple of 100 shares will receive entitlements in accordance
with a table of entitlements contained in a circular to be issued.

Applications for additional Rights offer shares will not be permitted.

2.4     Directors

The directors who own shares in the company have considered the terms of the rights offer and intend
to follow their rights in respect of their shares.

The directors’ ability to follow their rights is dependent on their ability to raise sufficient funding and
to the extent that directors do not follow their rights, their rights will potentially be renounced or
lapsed.

2.5     Salient dates and times

The salient dates and times in respect of the Rights offer are set out below:

                                                                                   2016
Last day to trade in Imbalie shares in order to settle by the record    Friday, 5 February
date and to qualify to participate in the rights offer (cum
entitlement) on

Listing of letters of allocation on the JSE commences at                Monday, 8 February
commencement of trading

Code: ILEN

ISIN: ZAE000212056

Shares commence trading ex-rights on the JSE at commencement            Monday, 8 February
of trading

Rights offer circular and, where applicable, a form of instruction      Tuesday, 9 February
posted to certificated shareholders

Record date for participation in the rights offer at the close of       Friday, 12 February
business on

Rights offer opens at commencement of trading                           Monday, 15 February

Dematerialised shareholders will have their accounts at their           Monday, 15 February
CSDP or broker automatically credited with their entitlement

Certificated shareholders on the register will have their entitlement   Monday, 15 February
credited to an account held with the transfer secretaries

Rights offer circular posted to dematerialised shareholders, where      Tuesday, 16 February
applicable

Last day to trade in letters of allocation on the JSE on                Friday, 19 February

Listing of rights offer shares commences at commencement of             Monday, 22 February
trading on

Rights offer closes at 12:00 - payments to be made and forms            Friday, 26 February
of instruction in respect of letters of allocation lodged by
certificated shareholders by 12:00

Record date for letters of allocation on                                Friday, 26 February

Dematerialised shareholders’ accounts will be updated with              Monday, 29 February
entitlements and debited by their CSDP or broker and certificates
posted to certificated shareholders

Results of rights offer released on SENS                                Monday, 29 February



       Notes:
       1. All times indicated above are South African times.
       2. Qualifying Dematerialised Shareholders are required to notify their appointed CSDP or
          broker of their acceptance or otherwise of the Rights offer in the manner and time stipulated
          in the agreement governing the relationship between such shareholder and their CSDP or
          broker.

       3. Share certificates may not be dematerialised or re-materialised between Friday, 29 January
          2016 and Friday, 5 February 2016, both days inclusive.

        4. The CSDP or broker accounts of Qualifying Dematerialised Shareholders will be
          automatically credited with new Imbalie ordinary shares to the extent to which they have
          accepted the Rights offer. Imbalie share certificates will be posted, by registered post at the
          shareholders’ risk, to Qualifying Certificated Shareholders in respect of the Rights offer shares
          which have been accepted.

        5. CSDPs effect payment in respect of Qualifying Dematerialised Shareholders on a delivery-
          versus- payment method.

2.6       Conditions precedent

The Rights offer remains conditional upon, inter alia, approval by the JSE of:

-     the Rights offer circular and ancillary documents thereto (“the Circular”); and
-     the listing of the Rights offer shares.

2.7       Further notices

Shareholders are hereby advised that the finalisation announcement for the Rights offer, including the
final terms of the Rights offer, will now be released on SENS on or about Tuesday, 2 February 2016.

The Circular and a form of instruction in respect of a letter of allocation, where applicable, will be
posted to Qualifying Certificated Shareholders on or about Tuesday, 9 February 2016. The Circular will
be posted to Qualifying Dematerialised Shareholders on or about Tuesday, 16 February 2016.

3         Jurisdiction

The Rights offer does not constitute an offer in any jurisdiction in which it is illegal 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. 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 of the United States.

The Rights offer 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. Shareholders resident outside
of the Common Monetary Area should consult their professional advisors 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 Imbalie ordinary shares
on behalf of persons who are resident outside of the Common Monetary Area 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 jurisdictions.

Centurion
22 January 2016

Designated Adviser
Exchange Sponsors

Date: 22/01/2016 11:16:00 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
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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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