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SENTULA MINING LIMITED - Finalisation announcement in respect of the rights offer

Release Date: 23/02/2016 10:45
Code(s): SNU     PDF:  
Wrap Text
Finalisation announcement in respect of the rights offer

 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO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.


FINALISATION ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER

1. Introduction

Sentula shareholders (“Shareholders”) are referred to the announcement released on Friday,
19 February 2016 on the Stock Exchange News Service (“SENS”) pertaining a partially underwritten
renounceable rights offer (“the Rights Offer”).

Sentula is pleased to announce that 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 has lapsed and
no such appeals were received by the TRP, the terms of the Rights Offer have now been finalised and
the Rights Offer is now unconditional in terms of the Johannesburg Stock Exchange (“JSE”) Listings
Requirements. Further details of the Rights Offer are detailed below.

2. Terms of the Rights Offer

The terms of the Rights Offer remain unchanged from the announcement released on SENS on Friday,
19 February 2016, and are detailed below for completeness.

Shareholders are 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.

Excess applications for Rights Offer shares will not be permitted.

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 salient dates and times for the Rights Offer are contained in the circular to be posted to
shareholders on or about Tuesday, 1 March 2016 and are also set out below:


                                                                                                        2016

 Last day to trade in Sentula shares in order to settle trades by the Record
 Date and qualify to participate in the Rights Offer (cum rights) on                       Friday, 26 February


 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
 code SNUN and ISIN ZAE000213187 at 09h00 on                                                Monday, 29 February


 Circular and Form of Instruction posted to qualifying certificated shareholders 
 on                                                                                          Tuesday, 1 March

 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
 broker automatically credited with their Letters of Allocation on                            Monday, 7 March


 Holders of certificated shares will have their Letters of Allocation credited to
 an electronic register at Computershare on                                                   Monday, 7 March


 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
 for or renounce all or part of their Rights Offer entitlement by 12h00 on (see note 2)         Friday, 18 March

 
 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
 subscription price in respect of holders of dematerialised shares on                            Tuesday, 22 March

                                                                                                      
 Rights Offer Share certificates in terms of the Rights Offer posted to qualifying
 certificated shareholders (or their renouncees’) on or about                                    Tuesday, 22 March


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. Foreign jurisdictions

This paragraph is intended as a general guide only and any person outside of South Africa who is in
doubt as to his or her position should consult his or her professional advisor without delay.

It is the responsibility of any foreign shareholder to satisfy himself/herself/itself as to the full observation
of the laws and regulatory requirements of the relevant jurisdiction in connection with the Rights Offer,
including but not limited to: the obtaining of any governmental, exchange control or other consent; the
making of any filings which may be required; the compliance with other necessary formalities, the
payment of any issue, transfer or other taxes or requisite payments due in such jurisdiction. The Rights
Offer is further subject to any applicable laws and regulations of South Africa, including the Companies
Act No. 71 of 2008 (as amended), the JSE Listings Requirements and the Exchange Control
Regulations.

Any foreign shareholder who is in doubt as to its position, including without limitation, its tax status,
should consult an appropriate independent professional adviser in the relevant jurisdiction without
delay. The Company and its board of directors accept no responsibility for the failure by any shareholder
to inform itself about, or to observe, any applicable legal requirements in any relevant jurisdiction, nor
for any failure by the Company to observe the requirements of any jurisdiction.

The Letters of Allocation and the Rights Offer Shares will not be registered under the securities laws of
the United States, Australia, Canada, Japan, the Republic of Ireland, New Hampshire and Hong Kong
and any other jurisdiction where the extension or making of the Rights Offer would be unlawful or in
contravention of certain regulations (“Excluded Territories”) and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions
except pursuant to an applicable exemption. In particular, subject to certain exceptions, the Circular,
the form of instruction in respect of the Letters of Allocation and any other such documents should not
be distributed, forwarded to or transmitted in or into the United States or the other Excluded Territories.

Receipt of the Circular, the form of instruction or the crediting of Letters of Allocation to the securities
account of a foreign person are not intended to, and do not constitute, or form part of, an offer to sell or
an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any
jurisdiction in which it is unlawful or to make such an offer. In those circumstances or otherwise if the
distribution of the Circular and any accompanying documentation in jurisdictions outside of South Africa
are restricted or prohibited by the laws of such jurisdiction, the Circular and any accompanying
documentation are deemed to have been sent for information purposes only and should not be copied
or redistributed.


Johannesburg

23 February 2016

Corporate advisor and transaction sponsor

Questco (Proprietary) Limited

Date: 23/02/2016 10:45:00 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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