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Rights Issue declaration and finalisation announcement
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(ISIN: ZAE000026480)
(Share code: REM)
("Remgro" or "the Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY OTHER
JURISDICTION WHERE EXTENSION OR MAKING THE RIGHTS ISSUE WOULD BE UNLAWFUL
OR IN CONTRAVENTION OF APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.
RIGHTS ISSUE DECLARATION AND FINALISATION ANNOUNCEMENT: FULLY UNDERWRITTEN
RENOUNCEABLE RIGHTS ISSUE TO QUALIFYING REMGRO SHAREHOLDERS IN THE RATIO OF
10 RIGHTS ISSUE SHARES FOR EVERY 100 REMGRO ORDINARY SHARES HELD ON THE RECORD DATE
1. Introduction
Remgro Shareholders are referred to the circular dated 15 July 2016 relating to:
i. an increase in the number of the Company’s authorised ordinary shares ("Ordinary Shares")
and B ordinary shares ("B Ordinary Shares") and the corresponding amendment to Remgro’s
memorandum of incorporation;
ii. the placing of a certain number of authorised but unissued Ordinary Shares and B Ordinary
Shares under the control of the directors of the Company; and
iii. the authority to issue B Ordinary Shares to Rupert Beleggings Proprietary Limited (formerly
known as Rembrandt Trust Proprietary Limited) ("Rupert Beleggings").
The resolutions above were passed by the requisite majority of votes at Remgro’s general meeting
held on 16 August 2016, as announced on the Stock Exchange News Service ("SENS") and the
special resolutions forming part thereof were duly filed with the Companies and Intellectual Property
Commission. The Company has now declared its intention to undertake a fully underwritten,
renounceable rights issue ("Rights Issue") to Qualifying Shareholders, as defined in the Rights Issue
circular, and to issue B Ordinary Shares to Rupert Beleggings to raise an aggregate amount of
R9 944.8 million.
2. Rationale for the Rights Issue
Remgro has a long and successful track record of utilising its available financial resources, including
debt, to facilitate and support the investment and growth ambitions of its portfolio companies and to
capitalise on attractive growth opportunities. Remgro’s ability to be opportunistic and act quickly in a
dynamic M&A environment, together with the management of its portfolio companies, is critical to
unlocking value enhancing opportunities. The proposed Rights Issue will provide the Company with
cash resources and flexibility to capitalise on attractive investment opportunities and continue to
support and facilitate the growth ambitions of its portfolio companies. Remgro is currently assessing a
number of attractive investment opportunities in its portfolio. More specifically, in terms of the
conditions to the approval of the merger between Anheuser-Busch InBev SA/NV (AB InBev) and
SABMiller plc by the Competition Tribunal, the merged entity is required to divest of its 26.4% stake in
Distell Group Limited ("Distell") in due course. Remgro and Capevin Holdings Limited hold a pre-
emptive right to purchase these shares in Distell. No agreement regarding the potential acquisition
has been reached, and Remgro will only exercise its pre-emptive right on commercially appropriate
terms. Other strategic opportunities are also being explored by Remgro and its portfolio companies
and further information regarding these opportunities will be made public at an appropriate time if any
of them materialise. Any surplus cash not utilised for strategic opportunities may also be used to
repay Remgro’s existing debt to ensure an efficient and robust balance sheet with sufficient flexibility
for future growth opportunities.
3. Terms of the Rights Issue
The Rights Issue will consist of an offer of 48 110 637 new Ordinary Shares ("Rights Issue Shares") in
the ratio of 10 Rights Issue Shares for every 100 Ordinary Shares held on the record date of the
Rights Issue, at a subscription price of R192.50 per Rights Issue Share ("Rights Issue Price"),
representing an aggregate amount for all the Rights Issue Shares of R9 261.3 million.
Business Venture Investments No 1027 Proprietary Limited and Carhant Investments Proprietary
Limited (both Rupert family related entities) have provided the Company with irrevocable undertakings
to subscribe for, in aggregate, 1 396 973 Rights Issue Shares. The balance of 46 713 664 Rights
Issue Shares have been fully underwritten by Rand Merchant Bank (a division of FirstRand Bank
Limited).
4. Issue of B Ordinary shares
In order to maintain the current level of voting rights of Rupert Beleggings in the Company, and to
contribute to the new equity capital being raised by Remgro, Remgro will offer Rupert Beleggings the
right to subscribe for 3 550 635 B Ordinary Shares at a price of R192.50 per new B Ordinary Share
which is equal to the Rights Issue Price, representing an aggregate amount for all the B Ordinary
Shares being issued of R683.5 million.
5. Fractional entitlements
Rights Issue Shares representing fractional entitlements will not be issued to Qualifying Shareholders.
Where necessary, entitlements to Rights Issue Shares of 0.5 or greater will be rounded up and less
than 0.5 will be rounded down to the nearest whole number.
6. Excess applications
Shareholders will be permitted to apply for additional Rights Issue Shares over and above their
entitlement. Should there be excess Rights Issue Shares available for allocation, such excess Rights
Issue Shares will be allocated equitably, as contemplated in section 5.33 of the Listings Requirements
of the JSE.
Salient dates and times of the Rights Issue
The proposed salient dates and times for the Rights Issue are set out below:
2016
Publication of declaration and finalisation data on SENS Tuesday, 27 September
Finalisation date Tuesday, 27 September
Publication of declaration and finalisation data in the press Wednesday, 28 September
Last day to trade in Shares in order to participate in the Rights Issue (cum entitlement) Tuesday, 04 October
Shares commence trading ex entitlement at 09:00 and Rights Issue circular made
available on Remgro website (www.remgro.com) on Wednesday, 05 October
Listing of and trading in the Letters of Allocation on the JSE under JSE code: REMN
and ISIN ZAE000225876 commences at 09:00 on Wednesday, 05 October
Rights Issue circular and a Form of Instruction, where applicable, posted to Qualifying
Certificated Shareholders on Thursday, 06 October
Record Date at 17:00 on Friday, 07 October
Rights Issue opens at 09:00 on Monday, 10 October
In respect of Qualifying Dematerialised Shareholders, CSDP or Broker accounts
credited with Letters of Allocation at 09:00 on Monday, 10 October
In respect of Qualifying Certificated Shareholders, Letters of Allocation credited to an
electronic account held with the Transfer Secretaries at 09:00 on Monday, 10 October
Rights Issue circular posted to Qualifying Dematerialised Shareholders on Tuesday, 11 October
In respect of Qualifying Certificated Shareholders wishing to sell all or some of their
Letters of Allocation, Forms of Instruction to be lodged with the Transfer Secretaries
by 12:00 on Tuesday, 18 October
Last day to trade Letters of Allocation on the JSE Tuesday, 18 October
Listing of Rights Issue Shares and trading therein on the JSE commences at 09:00 on Wednesday, 19 October
In respect of Qualifying Certificated Shareholders (or their renouncees) wishing to
exercise all or some of their Rights, payment to be made and Forms of Instruction to
be lodged with the Transfer Secretaries by 12:00 on Friday, 21 October
Rights Issue closes at 12:00 on Friday, 21 October
Record date for the Letters of Allocation on Friday, 21 October
Rights Issue Shares issued on Monday, 24 October
In respect of Qualifying Dematerialised Shareholders (or their renouncees), CSDP or
Broker accounts debited with the Rights Issue Price and updated with Rights Issue
Shares at 09:00 on Monday, 24 October
In respect of Qualifying Certificated Shareholders (or their renouncees), share
certificates in respect of Rights Issue Shares posted on or about Monday, 24 October
Results of the Rights Issue announced on SENS on Monday, 24 October
In respect of successful excess applications (if applicable), Rights Issue Shares
issued to Qualifying Dematerialised Shareholders and/or share certificates posted to
Qualifying Certificated Shareholders on or about Wednesday, 26 October
In respect of unsuccessful excess applications (if applicable), refund payments made
to Certificated Shareholders on or about Wednesday, 26 October
Notes:
1. Share certificates in respect of Ordinary Shares may not be dematerialised or rematerialised between
Wednesday, 5 October 2016 and Friday, 7 October 2016, both days inclusive.
2. If you are a Qualifying Dematerialised Shareholder, as defined in the Rights Issue circular, you are
required to notify your duly appointed CSDP or Broker of your acceptance of the Rights Issue in the
manner and time stipulated in the agreement governing the relationship between yourself and your
CSDP or Broker.
3. CSDPs effect payment on a delivery versus payment method in respect of Qualifying Dematerialised
Shareholders.
4. All times are South African times.
5. Any material amendments to the above dates and times will be announced on SENS.
6. Share certificates will be posted at the risk of the Qualifying Certificated Shareholders as defined in
the Rights Issue circular (or their renouncees).
7. Rights Issue circular
It is anticipated that the Rights Issue circular and a Form of Instruction in respect of a Letter of
Allocation will be posted to Qualifying Certificated Shareholders on Thursday, 6 October 2016. The
Rights Issue circular will be made electronically available on Remgro’s website (www.remgro.com)
from Wednesday 5 October 2016 and, where applicable, will be posted to Qualifying Dematerialised
Shareholders on or about Tuesday, 11 October 2016.
All conditions precedent to the Rights Issue have been fulfilled and the Rights Issue will proceed on
the terms and in accordance with the timetable as set out in this announcement.
Stellenbosch
27 September 2016
Underwriter, financial advisor and sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Issuer’s South African legal counsel
Cliffe Dekker Hofmeyr Inc.
Issuer’s International legal counsel
Slaughter and May
Cravath, Swaine & Moore LLP
Underwriter’s South African legal counsel
DLA Piper South Africa Services Proprietary Limited
Underwriter’s International legal counsel
Davis Polk & Wardwell London LLP
Disclaimer
Neither this announcement nor the Rights Issue constitutes an "offer to the public" in South Africa in
terms of the South African Companies Act No. 71 of 2008, as amended.
This document does 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 to make such an offer, invitation or solicitation. In those circumstances or otherwise if the
distribution of this document and any accompanying documentation in jurisdictions outside of South
Africa are restricted or prohibited by the laws of such jurisdiction, this document and any
accompanying documentation are deemed to have been sent for information purposes only and
should not be copied or redistributed.
This document does not constitute or form part of any offer or solicitation to purchase or subscribe for
securities in the United States. The rights issue described herein has not been and will not be
registered under the U.S. Securities Act of 1933, as amended ("US Securities Act"), or under any
relevant securities laws of any state or other jurisdiction of the United States. The securities described
herein (the "Securities") may not be offered, sold, taken up, resold, renounced, exercised, pledged,
transferred or delivered, directly or indirectly, in or into the United States at any time except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the US
Securities Act and applicable state and other securities laws of the United States. The Securities may
be offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, by
persons outside the United States in accordance with Regulation S under the US Securities Act.
There will be no public offering of the Securities in the United States.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus
Directive (each, a 'Relevant Member State'), this announcement and any offer if made subsequently
is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus
Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available only to, and will be
engaged in only with, Qualified Investors who are (i) investment professionals falling within Article
19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, (all such
persons together being referred to as "relevant persons"). Persons who are not relevant persons
should not take any action on the basis of this announcement and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of Remgro. No representation or
warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by the advisors or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed. The advisors are acting exclusively for Remgro and no one
else in connection with the transactions described herein and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to the Rights Issue or any
other matters described herein and will not be responsible to anyone other than Remgro for providing
the protections afforded to clients or for providing advice in relation to any matter referred to in this
announcement.
Date: 27/09/2016 05:07:00 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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