Wrap Text
Declaration announcement and terms of the CIG fully-underwritten renounceable clawback rights offer
CONSOLIDATED INFRASTRUCTURE GROUP
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
Share code: CIL ISIN: ZAE000153888
(“CIG” or “the Company”)
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
DECLARATION ANNOUNCEMENT AND TERMS OF THE CIG FULLY-UNDERWRITTEN RENOUNCEABLE
CLAWBACK RIGHTS OFFER
1. Introduction
CIG shareholders (“Shareholders”) are referred to the announcement dated Thursday, 11 August 2016 relating
to the acquisition by CIG of the entire issued share capital of Conlog Proprietary Limited (“Proposed Acquisition”),
wherein Shareholders were advised that CIG would undertake a fully-underwritten renounceable claw-back rights
offer of R750 million (“Rights Offer”) to part fund the purchase consideration payable in respect of the Proposed
Acquisition.
At the general meeting of Shareholders held on 15 September 2016 the requisite resolutions were passed, placing
the unissued shares of the Company under the control of the board of directors of CIG (“Board”) to allow CIG to
issue the Rights Offer Shares as set out in paragraph 2 below. All other conditions precedent of the Proposed
Acquisition are now fulfilled and the Proposed Acquisition is now unconditional.
2. Salient terms of the Rights Offer
CIG proposes to raise R750 million through an offer of 38,860,102 Rights Offer shares (“Rights Offer Shares”) at
a price of R19.30 per Rights Offer Share (“Rights Offer Issue Price”) in the ratio of 23.80682 Rights Offer Shares
for every 100 existing shares held on the record date for the Rights Offer, being Friday, 11 November 2016.
The Rights Offer Issue Price represents a 19.75% discount to the closing price on Thursday, 27 October 2016.
Application will be made to the JSE for the listing of the letters of allocation and the Rights Offer Shares on the
securities exchange of the JSE as follows:
- letters of allocation in respect of 38,860,102 Rights Offer Shares will be listed from the commencement of
business on Wednesday, 9 November 2016 to the close of business on Tuesday, 22 November 2016, both
days inclusive, under the JSE code: CILN and ISIN: ZAE000227526; and
- 38,860,102 Rights Offer Shares will be listed with effect from the commencement of business on
Wednesday, 23 November 2016.
The Rights Offer Shares will, upon allotment and issue, rank pari passu with all other shares of the same class.
Excess applications will be allowed.
3. Rationale for the Rights Offer
As set out in the SENS announcement dated Thursday, 11 August 2016, the purchase consideration for the
Proposed Acquisition comprises three elements:
- R700 million, payable on the closing of the Proposed Transaction;
- a R50 million deferred payment, payable on or about 31 March 2017; and
- to the extent the earnings before interest, tax, depreciation and amortisation exceeds R150m a payment of
up to a maximum of R100 million will be paid on the basis that for each additional R1 of earnings before
interest, tax, depreciation and amortisation an amount R5 of additional purchase price will be paid on or
about 31 March 2017.
CIG will use the R750 million proceeds raised from the Rights Offer to settle the R700 million payment on closing
and the R50 million deferred payment with the balance of the purchase consideration to be funded from CIG’s
internal cash resources.
4. Underwriting
CIG has entered into an underwriting agreement in respect of the Rights Offer with Pinecourt Advisors Limited, up
to a maximum value of R250 million and Investec Bank Limited, up to a maximum value of R500 million
(“Underwriting Agreement”).
Further details of the Underwriting Agreement will be set out in the Rights Offer circular dated Tuesday, 8
November 2016 (“Rights Offer Circular”) expected to be distributed to certificated Shareholders on Thursday, 10
November 2016 and to dematerialised Shareholders on Tuesday, 15 November 2016.
5. Excess applications
Shareholders will have the right to apply for any excess Rights Offer Shares not taken up by other Shareholders,
subject to such rights being transferable upon renunciation of the letters of allocation, and any such excess shares
will be attributed equitably, taking cognisance of, inter alia, the number of shares and rights held by the Shareholder
at the time of allocation, including those taken up as a result of the Rights Offer, and the number of excess rights
applied for by such Shareholder.
If you are a certificated Shareholder and you wish to apply for excess Rights Offer Shares, you must complete the
form of instruction attached to the Rights Offer Circular in accordance with the instructions contained therein, and
enclose payment for such additional Rights Offer Shares with your subscription. The completed form of instruction,
together with payment, should be lodged with Computershare Investor Services Proprietary Limited so as to be
received by no later than 12:00 on Friday, 25 November 2016.
If you are a dematerialised Shareholder and you wish to apply for excess Rights Offer Shares, you must instruct
your Central Securities Depositary Participant (“CSDP”) or broker, in terms of the agreement entered into between
them and their CSDP or broker, as to the number of excess Rights Offer Shares for which you wish to apply.
6. Conditions precedent
The implementation of the Rights Offer is subject to the JSE granting a listing for the letters of allocation and the
Rights Offer Shares on the securities exchange of the JSE in respect of the Rights Offer.
7. Foreign shareholders
Foreign Shareholders may be affected by the Rights Offer, having regard to prevailing laws in their relevant
jurisdictions. Such foreign Shareholders should inform themselves about and observe any applicable legal
requirements of such jurisdiction in relation to all aspects of this announcement that may affect them, including the
Rights Offer. It is the responsibility of each foreign Shareholders to satisfy himself as to the full observation of the
laws and regulatory requirements of the relevant foreign jurisdiction in connection with the Rights Offer, including
the obtaining of any governmental, exchange or other consents or the making of any filing which may be required,
the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or other
requisite payments due in such jurisdiction. The Rights Offer is governed by the laws of South Africa and is subject
to applicable laws and regulations, including the Exchange Control Regulations.
8. Salient dates and times
The proposed salient dates and times in respect of the Rights Offer are set out below:
2016
Declaration date announcement in respect of the Rights Offer released on the Friday, 28 October
Stock Exchange New Service (“SENS”)
Finalisation date announcement in respect of the Rights Offer released on Thursday, 3 November
SENS
Last date to trade in Shares for settlement by the initial record date and in order Tuesday, 8 November
to participate in the Rights Offer
Listing and trading of letters of allocation on the securities exchange operated Wednesday, 9 November
by the JSE Limited (“JSE”) under JSE code: CILN and ISIN: ZAE000227526
Shares commence trading on the JSE ex-Rights Offer entitlement Wednesday, 9 November
Rights Offer Circular including a form of instruction distributed to certificated Thursday, 10 November
Shareholders
Record Date for determination of Shareholders entitled to participate in the Friday, 11 November
Rights Offer (Initial Record Date)
Dematerialised Shareholders will have their accounts at their CSDP or broker Monday, 14 November
automatically credited with their entitlement
Certificated Shareholders on the register will have their entitlement credited to Monday, 14 November
their accounts held with the transfer secretaries
Rights Offer opens at 09:00 Monday, 14 November
Rights Offer Circular distributed to those dematerialised shareholders who have Tuesday, 15 November
elected to receive documents in hard copy
Last day to trade in the letters of allocation on the JSE in order to settle by Tuesday, 22 November
close of the Rights Offer
Rights Offer Shares listed and trading therein commences at 09:00 on the JSE Wednesday, 23 November
Payment to be made and Form of Instruction to be lodged with the transfer Friday, 25 November
secretaries by certificated Shareholders by 12:00
Rights Offer closes at 12:00 Friday, 25 November
Record date for letters of allocation (Final Record Date) Friday, 25 November
Rights Offer Shares issued on Monday, 28 November
Dematerialised Shareholders’ accounts updated and debited by CSDP or Monday, 28 November
broker (in respect of payment for Rights Offer Shares)
Certificates distributed to certificated Shareholders (in respect of the Rights Monday, 28 November
Offer Shares)
Results of Rights Offer announced on SENS Monday, 28 November
Refunds (if any) to certificated Shareholders in respect of unsuccessful excess Wednesday, 30 November
applications made
Dematerialised Shareholders accounts updated and debited by their CSDP or Wednesday, 30 November
broker (in respect of successful excess applications)
Certificates distributed to certificated Shareholders (in respect of successful Wednesday, 30 November
excess applications)
1. All references to dates and times are to local dates and times in South Africa.
2. Dematerialised Shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer in the manner
and time stipulated in the agreement governing the relationship between the Shareholder and their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between Wednesday, 9 November 2016 and Friday, 11 November 2016,
both days inclusive.
4. Dematerialised Shareholders will have their accounts at their CSDP or broker automatically credited with their rights and certificated
Shareholders will have their rights credited to their accounts with Computershare Investor Services Proprietary Limited.
5. CSDPs effect payment in respect of dematerialised Shareholders on a delivery-versus-payment method.
9. Finalisation announcement
It is anticipated that the finalisation announcement for the Rights Offer will be released on SENS on Thursday, 3
November 2016.
10. Rights Offer Circular
Further details of the Rights Offer will be set out in the Rights Offer Circular which is expected to be distributed to
certificated Shareholders on Thursday, 10 November 2016 and to dematerialised shareholders on Tuesday, 15
November 2016. The Rights Offer Circular will be made available on the Company’s website www.ciglimited.co.za
from Tuesday, 8 November 2016.
Financial Advisor, Transaction Sponsor and Underwriter to the Rights Offer
Investec Bank Limited
Legal Advisor to the Underwriter
Glyn Marais Incorporated
Legal Advisor to CIG
Edward Nathan Sonnenbergs Incorporated
Johannesburg
28 October 2016
Date: 28/10/2016 10:30:00 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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