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Specific Issue of Shares for Cash
CSG HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2006/011359/06
Share code: CSG
ISIN code: ZAE000184438
(“CSG” or “the Company”)
SPECIFIC ISSUE OF SHARES FOR CASH
Shareholders are advised the CSG has entered into an irrevocable
undertaking with AfriGem Investments Proprietary Limited
(“AfriGem”), in terms of which AfriGem has agreed to subscribe for
41 000 000 CSG shares for cash at an issue price of R1.18 per share
and for a total consideration of R48.3 million (“Specific Issue”).
Afrigem is a wholly owned subsidiary of African Rainbow Capital, a
black owned and controlled investment company. African Rainbow
Capital is awholly owned subsidiary of Patrice Motsepe’s Ubuntu-
Botho Investments, the shareholding structure of which includes a
broad base of stakeholders including BEE groups such as church
groups, trade unions and women’s groups.
The Specific Issue introduces a new strategic black investor to
CSG that will further improve CSG’s BEE shareholding to
approximately 30%, as AfriGem is 99,2% black owned. The Specific
Issue will bolster the Company’s cash reserves to allow the group
to continue its strategy of expanding acquisitively as a well-
recognised leading brand in all chosen specialist outsourcing
sectors.
AfriGem has indicated that they intend to be long term shareholders
of CSG and will support future capital raises should new equity be
issued by CSG in order for the Company to continue its strategy of
identifying and acquiring value adding businesses, without
potential dilution to its BEE shareholding.
In terms of its acquisition strategy, CSG will choose segments with
medium capital intensity and higher barriers to entry, than its
current businesses, thereby offering a full range of quality
services domestically and across Africa and providing excellence
to customers and value to shareholders. CSG will maintain focus on
the management of people and employee-intensive outsource solutions
in industries the Company knows well. Various potential
acquisitions are currently being assessed.
The issue price is equal to the 30-day volume weighted average
trading price of the Company for the 30 trading day period ending
on 6 October 2016 (the date agreed by the parties), less a 15%
discount.
In terms of paragraph 5.51(g) of the Listings Requirements, the
Specific Issue requires the approval by way of an ordinary
resolution (requiring at least a 75% majority of the votes cast in
favour of such resolution) by all CSG shareholders present or
represented by proxy at a general meeting.
A circular containing the full details of the Specific Issue and a
notice convening a general meeting for approval of the Specific
Issue will be distributed to the shareholders on or about 30
November 2016.
Pretoria
22 November 2016
Transaction Adviser and Transaction Sponsor
PSG Capital
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