Wrap Text
Rights offer declaration announcement
Sentula Mining Limited
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: SNU ISIN: ZAE000107223
(“Sentula” or “the Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN
RESPECT OF WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, OF THIS ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR IN RESPECT OF WHICH THE OFFERING
CONTEMPLATED BY THIS ANNOUNCEMENT IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE
ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR PURCHASE ANY SECURITY
IN ANY JURISDICTION.
RIGHTS OFFER DECLARATION ANNOUNCEMENT
1. Introduction
Sentula shareholders (“Shareholders”) are referred to the announcement released on Thursday, 17
December 2015 on the Stock Exchange News Service (“SENS”) and the circular to Shareholders
dated 13 January 2016 pertaining to a partially underwritten renounceable rights offer (“the Rights
Offer”). Further details of the Rights Offer are detailed below.
2. Terms of the Rights Offer
Shareholders are hereby offered the right to subscribe for 100 shares (“Rights Offer Shares”) for
every 100 shares held on the record date of the rights offer, being 4 March 2016 (“the Record Date”)
at a subscription price of 18 cents per Rights Offer Share.
To the extent that the Rights Offer is fully subscribed, a maximum of 581 005 310 Rights Offer Shares
will be issued, raising R104.58 million.
3. Shareholder commitments and underwriters
i. Irrevocable undertaking
Regarding Capital Management, which holds, on behalf of clients, 7.89% of Sentula shares
and JB Private Equity Investors Partnership, which holds 19.59% of Sentula shares have
irrevocably undertaken to follow their rights in terms of the Rights Offer.
ii. Underwriting agreements
An en commandite partnership entered into between the JB Private Equity Trust, JB Capital
Proprietary Limited and RECM and Calibre Limited has agreed to underwrite 143 000 000
Rights Offer Shares (with a total capital subscription of R25 740 000) to the extent that the
Rights Offer is not fully subscribed.
The Dalikhaya Rain Family Trust, the trustees of which are Dalikhaya Rain Zihlangu, a non-
executive director of Sentula, and L O Zihlangu, has agreed to subscribe for 55 555 555
Rights Offer Shares (with a total capital subscription of R10 000 000) to the extent that the
Rights Offer is not fully subscribed.
4. Salient dates and times of the Rights Offer
The proposed salient dates and times for the Rights Offer are set out below:
2016
Last day to trade in Sentula shares in order to settle trades by the Record
Friday, 26 February
Date and qualify to participate in the Rights Offer (cum rights) on
Shares commence trading ex rights on the JSE at 09h00 under JSE code
Monday, 29 February
SNU and ISIN ZAE000107223 on
Listing of and trading in the “Letters of Allocation” commences under JSE
Monday, 29 February
code SNUN and ISIN ZAE000213187 at 09h00 on
Circular and Form of Instruction posted to qualifying certificated shareholders
Tuesday, 1 March
on
Record Date for purposes of determining the Shareholders entitled to
participate in the Rights Offer, and qualify as qualifying shareholders, at the Friday, 4 March
close of business on
Holders of dematerialised shares will have their accounts at their CSDP or
Monday, 7 March
broker automatically credited with their Letters of Allocation on
Holders of certificated shares will have their Letters of Allocation credited to
Monday, 7 March
an electronic register at Computershare on
Rights Offer opens at 09h00 on Monday, 7 March
Circular posted to qualifying dematerialised Shareholders who have
requested to receive such circulars Tuesday, 8 March
Last day to trade in Letters of Allocation in order to settle trades by the
letter of allocation Record Date for the Rights Offer and participate in the Friday, 11 March
Rights Offer at the close of business on
Last day for forms of instruction to be lodged with Computershare by
qualifying certificated Shareholders wishing to sell all or part of their rights Friday, 11 March
offer entitlement by 12h00 on
Listing and trading of rights offer shares commences on the JSE at 09h00 on Monday, 14 March
Last day for payments to be made and forms of instruction to be lodged with
Computershare by qualifying certificated Shareholders wishing to subscribe Friday, 18 March
for or renounce all or part of their Rights Offer entitlement by 12h00 on (see
note 2)
Rights Offer closes at 12h00 and payment to be made on Friday, 18 March
Record date with respect to Letters of Allocation Friday, 18 March
Results of Rights Offer announced on SENS on Tuesday, 22 March
CSDP/broker accounts credited with Rights Offer Shares and debited with the Tuesday, 22 March
subscription price in respect of holders of dematerialised shares on
Rights Offer Share certificates in terms of the Rights Offer posted to qualifying Tuesday, 22 March
certificated shareholders (or their renouncees’) on or about
Notes:
1. All times referred to in this announcement are local times in South Africa.
2. Holders of dematerialised shares are required to notify their CSDP or broker of the action they wish to take in
respect of the Rights Offer in the manner and by the time stipulated in the custody agreement entered into by
such parties.
3. CSDPs effect payment in respect of dematerialised shareholders (or their renouncees) on a delivery versus
payment basis.
4. To the extent that the rights are accepted, qualifying dematerialised shareholders (or their renouncees) will
have their accounts at their CSDP automatically credited with their rights and qualifying certificated
shareholders (or their renouncees) will have their rights credited to an account at Computershare.
5. Conditions precedent
The implementation of the Rights Offer remains subject to the fulfilment of the following
conditions:
i. approval being obtained from the JSE Limited (“JSE”) for the Rights Offer circular;
ii. approval being obtained from the JSE for the application for listing of the Letters of
Allocation and the application for listing of the Rights Offer Shares; and
iii. the conclusion of the five day period for interested parties to appeal the Takeover
Regulations Panel’s ruling on the waiver of the requirement to make a mandatory
offer.
6. Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer, including the final terms, will
be released on SENS on Tuesday, 23 February 2016 and in the South African press on Wednesday, 24 February 2016.
Johannesburg
19 February 2016
Corporate advisor and transaction sponsor
Questco (Proprietary) Limited
Date: 19/02/2016 10:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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