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SENTULA MINING LIMITED - Rights offer declaration announcement

Release Date: 19/02/2016 10:55
Code(s): SNU     PDF:  
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO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'). 
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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