Wrap Text
Final terms of a fully underwritten rights offer of ZAR 4 billion
PPC Ltd
Registration Number 1892/000667/06
JSE & ZSE Code: PPC
ISIN: ZAE000170049
(“PPC” or the “Company” or “the Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA AND JAPAN,
OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
APPLICABLE LAW OR REGULATION
FINAL TERMS OF A FULLY UNDERWRITTEN RIGHTS OFFER OF ZAR 4 BILLION (“THE
RIGHTS OFFER”) AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of PPC ("Shareholders") are referred to the Rights Offer declaration
announcement by PPC, released on the Stock Exchange News Service ("SENS") of the JSE
Limited ("JSE") on Tuesday, 23 August 2016 and published in the press on Wednesday, 24
August 2016 which included the declaration information relating to the Rights Offer
(the "Declaration Announcement").
The Company is pleased to announce that the board of directors (the “Board”) has finalised
the terms of the Rights Offer and is seeking to raise a gross total of ZAR 4 billion through a
fully underwritten renounceable rights offer of 1 billion new ordinary shares of no par value
("Rights Offer Shares") to PPC ordinary Shareholders registered in the PPC share register
on Friday, 2 September 2016 (“Record Date”), at a subscription price of ZAR 4.00 per Rights
Offer Share ("Subscription Price") and in the ratio of 160.06486 Rights Offer Shares for
every 100 (one hundred) PPC ordinary shares held on the Record Date (as detailed in
paragraph 3 below).
The Subscription Price is at a discount of 55.5% to PPC’s closing price of ZAR 8.99 on 19
August 2016, and at a discount of 32.4% to the theoretical ex-rights price of ZAR 5.92 of a
PPC ordinary share on the same day.
2. FULFILMENT OF CONDITIONS PRECEDENT
The conditions precedent to the Rights Offer as specified in the Declaration Announcement
have all been fulfilled.
3. SALIENT TERMS OF THE RIGHTS OFFER
The salient terms of the Rights Offer are as follows:
- Qualifying Shareholders recorded in the register on the Record Date are offered, on the
terms and conditions set out in the circular referred to in paragraph 6 below ("Rights
Offer Circular"), 1 billion Rights Offer Shares at a Subscription Price of ZAR 4.00 per
Rights Offer Share and in the ratio of 160.06486 Rights Offer Shares for every 100 (one
hundred) PPC ordinary shares held on the Record Date. Fractions of Rights Offer
entitlements will not be allotted and each qualifying Shareholder's Rights Offer
entitlement will be up rounded to the nearest whole number in this regard (unless a
qualifying Shareholder is entitled to less than 0.5 of a Rights Offer Share, in which case
the entitlement will be rounded down to zero);
- the Subscription Price is at a discount of 55.5% to PPC’s closing price of ZAR 8.99 on
19 August 2016, and at a discount of 32.4% to the theoretical ex-rights price of ZAR 5.92
of a PPC ordinary share on the same day;
- upon their issue, the Rights Offer Shares will be listed on the securities exchange
operated by the JSE and the Zimbabwe Stock Exchange and will rank, pari passu, in all
respects with the existing issued PPC ordinary shares;
- the latest time and date of acceptance and payment in full for the Rights Offer Shares
will be 12:00 (South African time) on Friday, 16 September 2016 ("Rights Offer Closing
Date");
- certificated qualifying Shareholders must complete the form of instruction in accordance
with the instructions contained therein and return it to Computershare Investor Services
Proprietary Limited (in relation to qualifying Shareholders on the South African register)
or Corpserve Transfer Secretaries (Pvt) Ltd (in relation to qualifying Shareholders on the
Zimbabwean register) (“the Transfer Secretaries”) so as to be received by the Transfer
Secretaries by no later than the Rights Offer Closing Date;
- dematerialised qualifying Shareholders are advised to contact their Central Securities
Depository Participant ("CSDP") or broker as early as possible to establish the latest
times for acceptance of the Rights Offer, as set out in the relevant custody agreement,
as this may be earlier than the Rights Offer Closing Date;
- Letters of Allocation will be issued in dematerialised form and an electronic record for
certificated qualifying Shareholders will be maintained by the Transfer Secretaries. This
will enable both dematerialised and certificated holders of PPC Shares to sell or
renounce some or all of their rights to Rights Offer Shares in accordance with the
procedures set out in the Rights Offer Circular; and
- excess applications will be allowed. Rights Offer Shares not subscribed for in terms of
the Rights Offer will be available for allocation to qualifying Shareholders that wish to
apply for a greater number of Rights Offer Shares than those offered to them in terms of
the Rights Offer. Accordingly, qualifying Shareholders may also apply for additional
Rights Offer Shares in excess of the Rights Offer Shares allocated to them in terms of
the Rights Offer on the same terms and conditions as those applicable to their Rights
Offer entitlement. The right to apply for additional Rights Offer Shares is transferable and
will be transferred upon renunciation or sale together with the Rights Offer entitlement so
renounced or sold.
An announcement will be released on SENS on or about Monday, 19 September 2016 and
published in the South African and Zimbabwean press on Tuesday, 20 September 2016
stating the results of the Rights Offer and the basis of allocation of any additional Rights
Offer Shares for which application is made.
4. UNDERWRITING
PPC has entered into an Underwriting Agreement with The Standard Bank of South Africa
Limited (“Standard Bank”), Absa Bank Limited (“Absa Bank”), Nedbank Corporate and
Investment Banking (a division of Nedbank Limited) (“Nedbank”) and Rand Merchant Bank
(a division of FirstRand Bank Limited) (“RMB”) (“the Underwriters”), pursuant to which the
Underwriters have severally agreed, subject to customary conditions and termination rights
up until the date of settlement of the Rights Offer, to underwrite any Rights Offer Shares not
subscribed for pursuant to the Rights Offer. As is customary with offerings of this type, PPC
will pay the Underwriters an underwriting fee equal to 3.0% of R4 billion (the gross proceeds
of the Rights Offer). The Underwriters have committed to reduce the underwriting fee by
1.0% of the proceeds of the Rights Offer shares for which any shareholder has signed an
irrevocable commitment prior to the publication of this announcement.
5. SALIENT DATES AND TIMES OF THE RIGHTS OFFER
Shareholders are advised that there have been no changes to the salient dates and times of
the Rights Offer as set out in the Declaration Announcement.
6. DOCUMENTATION
The Rights Offer Circular providing full details of the Rights Offer and a form of instruction
will be posted to Shareholders holding PPC shares in certificated form, located outside of
the United States, Canada and Japan, or any other jurisdiction where such distribution
would be unlawful on Thursday, 1 September 2016 and to qualifying dematerialised
Shareholders on Tuesday, 6 September 2016.
The Rights Offer Circular will be available on PPC's website at www.ppc.co.za on or about
Thursday, 1 September 2016.
Copies of the Rights Offer Circular can be obtained during normal business hours from the
opening of the Rights Offer to the closing of the Rights Offer at the registered office of PPC:
148 Katherine Street, Sandton, 2196.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As the final terms of the Rights Offer have been announced, caution is no longer required to
be exercised by Shareholders when dealing in their PPC shares.
Johannesburg
24 August 2016
Sole Global Co-ordinator, Joint Bookrunner and Joint Transaction Sponsor
The Standard Bank of South Africa Limited
Joint Bookrunner and Joint Transaction Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Joint Bookrunners
ABSA Bank Limited
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Advisor to PPC as to South African Law
Bowman Gilfillan Inc.
Legal Advisor to PPC as to US and English Law
Freshfields Bruckhaus Deringer LLP
Legal Advisor to the Joint Bookrunners as to South African Law
Webber Wentzel
Legal Advisor to the Joint Bookrunners as to US and English Law
Linklaters
Financial Advisor and Company Sponsor
Merrill Lynch South Africa (Pty) Limited
Sponsoring Brokers in Zimbabwe
Imara Edwards Securities
PPC:
Azola Lowan
Tel: +27 (0) 11 386 9000
Azola.Lowan@ppc.co.za
Financial Communications Advisor:
Instinctif Partners
Morne Reinders
Mobile: +27 (0) 82 325 1810
Morne.Reinders@instinctif.com
Louise Fortuin
Mobile: +27 (0) 71 605 4294
Louise.Fortuin@instinctif.com
NOTICE TO RECIPIENTS
This announcement is not for distribution, directly or indirectly, in or into the United States
(including its territories and dependencies, any State of the United States and the District of
Columbia), Canada and Japan.
This announcement does not constitute an offer of, or an invitation to purchase, any securities
of the Company in any jurisdiction. This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United States. The securities
mentioned herein (the “Securities”) have not been, and will not be, registered under the United
States Securities Act of 1933 (the “Securities Act”). The Securities may not be offered or sold in
the United States absent registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
Date: 24/08/2016 05:30:00 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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