Wrap Text
Results of the Rights Issue
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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.
RESULTS OF THE RIGHTS ISSUE
1. Introduction
Remgro shareholders are referred to the announcement released on the Stock Exchange News
Service (“SENS”) on 27 September 2016, declaring the Company’s intention to undertake a fully
underwritten, renounceable rights issue (“Rights Issue”) to Qualifying Shareholders, as defined in the
Rights Issue circular dated 5 October 2016, and to issue B Ordinary Shares to Rupert Beleggings
Proprietary Limited (“Rupert Beleggings”) to raise an aggregate amount of R9 944.8 million.
The Rights Issue consisted of an offer of 48 110 637 new Remgro Ordinary Shares (the “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) 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 were fully underwritten by Rand Merchant Bank (a division of FirstRand Bank Limited) (the
“Underwriter”).
2. Results of the Rights Issue
The Rights Issue closed at 12:00 (South African time) on Friday, 21 October 2016. The results of the
Rights Issue are set out below:
Number of Rights % of Rights
Issue Shares Issue
Rights Issue Shares available for subscription 48 110 637 100.0
Subscription for Rights Issue Shares 47 561 203 98.9
Applications for Excess Rights Issue Shares 52 851 008 109.9
Excess Rights Issue Shares available to be allocated 549 434 1.1
The Underwriter will not be required to subscribe for any Rights Issue Shares.
3. Issue of Rights Issue Shares
Share certificates will be posted to holders of certificated shares who have followed their rights on
Monday, 24 October 2016.
The CSDP or broker accounts of holders of dematerialised shares or their renouncees, who have
followed their rights, will be credited with the Rights Issue Shares and debited with any payments due
on Monday, 24 October 2016.
4. Excess applications
The excess Rights Issue Shares applied for will be allocated in a manner regarded as equitable in
terms of the JSE Listings Requirements, taking cognisance of the number of Shares held by the
Shareholder, including those taken up as a result of the Rights Issue, and the number of excess
Rights Issue Shares applied for by such Shareholder.
Share certificates will be posted to holders of certificated shares, who have been allocated excess
Rights Issue Shares on Wednesday, 26 October 2016.
The CSDP or broker account of holders of dematerialised shares who have been allocated excess
Rights Issue Shares, will be credited with the excess Rights Issue Shares and debited with the
payments due on Wednesday, 26 October 2016.
5. 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 offered Rupert Beleggings the
right to subscribe for 3 550 635 B Ordinary Shares (“New B Shares”) at a price of R192.50 per New B
Share which is equal to the Rights Issue Price, representing an aggregate amount for all the New B
Shares being issued of R683.5 million.
Rupert Beleggings duly subscribed for 100% of the New B Shares. A share certificate for the New B
Shares will be dispatched to Rupert Beleggings on Monday, 24 October 2016.
Stellenbosch
24 October 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: 24/10/2016 07:30:00 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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