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Declaration Announcement In Respect Of The Curro Rights Offer And Publication Of Audited Financial Statements
Curro Holdings Limited
Incorporated in the Republic of South Africa
Registration Number 1998/025801/06
JSE Alpha Code: COH
ISIN: ZAE000156253
(“Curro” or “the Company”)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE CURRO RIGHTS
OFFER AND PUBLICATION OF AUDITED FINANCIAL STATEMENTS
Shareholders are hereby advised that Curro intends to raise
a maximum of R1 070 603 325 by way of a partially underwritten
renounceable rights offer (“the Rights Offer”) of 32 442 525
new Curro ordinary shares (“Rights Offer Shares”) to
qualifying shareholders at a subscription price of R33.00 per
Rights Offer Share, in the ratio of 9.09091 Rights Offer Share
for every 100 Curro ordinary shares held on the Rights Offer
record date, which is anticipated to be on or about Friday,
22 April 2016 (“the Record Date”).
RATIONALE FOR THE RIGHTS OFFER
The Rights Offer proceeds will be used to settle the
acquisition costs of Windhoek Gymnasium (as announced on SENS
on 22 September 2015) in the amount of R180 million and to
fund a portion of the expansion cost required to increase the
capacity of the Embury Institute for Teacher Education from
1 campus of 800 students to 3 campuses with a capacity for
4800 students. It will also provide Curro with additional
capital to finance the development of new schools and the
expansion and improvement of existing campuses through the
addition of classrooms and other facilities to increase their
capacity and to take advantage of new opportunities that the
market presents
SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 32 442 525 new ordinary Rights
Offer Shares will be offered to Curro shareholders recorded
in Curro’s share register at the close of business on the
Record Date, at a subscription price of R33.00 per Rights
Offer Share, in the ratio of 9.09091 Rights Offer Share for
every 100 Curro shares held.
The subscription price represents a discount of 26% to the 30
day volume weighted average traded price of Curro’s ordinary
shares of R44.45 as at 19 February 2016, being the end of the
week prior to announcing the Rights Offer. Curro will raise
an amount of approximately R1 070 603 325 in terms of the
Rights Offer.
Excess applications for Rights Offer Shares will not be
allowed and any Rights Offer Shares that are not accepted,
renounced or sold shall revert to the underwriter. The Rights
Offer is not conditional upon any minimum subscription being
obtained.
The Rights Offer Shares issued will rank pari passu with the
existing issued shares of Curro.
IRREVOCABLE UNDERTAKING AND UNDERWRITING
PSG Financial Services is a wholly-owned subsidiary of PSG
Group Limited and currently holds 58.3% of the issued share
capital of Curro.
PSG Financial Services Limited (“PSG Financial Services”)
has provided Curro with an irrevocable commitment to follow
its rights in terms of the Rights Offer and to subscribe
for all the ordinary shares to which it is entitled under
the Rights Offer, of the amount committed to by PSG
Financial Services, with the result that its interest in
Curro will not be diluted.
The balance of the Rights Offer will also be underwritten
by PSG Financial Services (“Underwriter”), representing
41.7% of the Rights Offer Shares. The aforesaid commitment
and underwriting fee will constitute 1.5%, excluding VAT,
of the amount underwritten.
SALIENT DATES AND TIMES
Finalisation announcement released on Friday, 8 April 2016
SENS
Last day to trade in ordinary shares in Friday, 15 April 2016
order to participate in the Rights
Offer (cum entitlement)
Listing of and trading in the letters Monday, 18 April 2016
of allocation under the JSE Code COHN
and ISIN ZAE000216677 on the JSE
commences at 09:00 on
Ordinary shares commence trading ex- Monday, 18 April 2016
rights on the JSE at 09:00 on
Circular posted to certificated Tuesday, 19 April 2016
shareholders together with a form of
instruction
Record Date for the Rights Offer Friday, 22 April 2016
Rights Offer opens at 09:00 on Monday, 25 April 2016
Certificated shareholders will have Monday, 25 April 2016
their letters of allocation credited to
an electronic account held at the
transfer secretaries
Dematerialised shareholders will have Monday, 25 April 2016
their accounts at their CSDP or broker
credited with their entitlement
Circular posted to dematerialised Tuesday, 26 April 2016
shareholders on
Last day for trading letters of Friday, 6 May 2016
allocation on the JSE
Form of instruction lodged by Friday, 6 May 2016
certificated shareholders wishing to
sell all or part of their entitlement
at the transfer secretaries by 12:00
Listing of Rights Offer Shares and Monday, 9 May 2016
trading therein on the JSE commences
Rights Offer closes at 12:00. Payment Friday, 13 May 2016
to be made and form of instruction
lodged by certificated shareholders
wishing to renounce or subscribe for
all or part of the entitlement at the
transfer secretaries on
Record date for the letters of Friday, 13 May 2016
allocation
Rights Offer shares issued and posted Monday, 16 May 2016
to Shareholders in certificated form
(where applicable) on or about
CSDP or broker accounts in respect of Monday, 16 May 2016
dematerialised shareholders will be
updated with Rights Offer shares and
debited with any payments due on
Results of Rights Offer announced on Monday, 16 May 2016
SENS
Notes:
1. Unless otherwise indicated, all times are South African
times.
2. Shareholders may not dematerialise or rematerialise their
ordinary shares between Monday, 18 April 2016, and Friday,
22 April 2016, both dates inclusive.
3. CSDPs effect payment in respect of dematerialised
shareholders on a delivery versus payment method.
FOREIGN SHAREHOLDERS
Any shareholder resident outside the common monetary area
who receives the Rights Offer 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.
The Rights Offer does not constitute an offer in any
jurisdiction in which it is illegal to make such an offer
and the Rights Offer 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.
The Rights Offer Shares have not been and will not be
registered under the Securities Act of the United States of
America. 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. The Rights
Offer 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 Rights Offer
circular does not constitute an offer of any securities for
sale in the United States or to United States persons.
The Rights Offer contained in the Rights Offer circular
does not constitute an offer in the District of Colombia,
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 Rights Offer, or trade their entitlement.
Shareholders holding Curro shares on behalf of persons who
are non-qualifying shareholders 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 overseas jurisdictions.
To the extent that non-qualifying shareholders are not
entitled to participate in the Rights Offer, such non-
qualifying shareholders should not take up their rights
offer entitlement or trade in their Rights Offer
entitlement and should allow their rights in terms of the
Rights Offer to lapse.
AUDITED ANNUAL FINANCIAL STATEMENTS
Shareholders are advised that the Company’s audited
financial statements in respect of the financial year ended
31 December 2015 are available on the Company’s website at
www.curro.co.za.
Cape Town
30 March 2016
Sponsor and Transaction Adviser: PSG Capital Proprietary
Limited
Underwriter: PSG Financial Services Limited
Independent Sponsor: Questco Proprietary Limited
Date: 30/03/2016 03:04:00 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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