Wrap Text
Declaration announcement and terms of the fully committed Phumelela renounceable rights offer
Phumelela Gaming & Leisure Limited
(Registration number 1997/016610/06)
(Incorporated in the Republic of South Africa)
Share Code: PHM ISIN: ZAE000039269
(“Phumelela” 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 FULLY COMMITTED PHUMELELA RENOUNCEABLE
RIGHTS OFFER
1. Introduction
Phumelela shareholders (“Shareholders”) are referred to the posting of the circular and the results of the general
meeting announcements released by Phumelela on 19 August 2016 and 21 September 2016 on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”), respectively, in which, inter alia:
- Shareholders approved the implementation of the acquisition by Phumelela of a 50% interest in Supabets
SA Holdings (Pty) Ltd (“Supabets”) (the “Transaction”);
- Phumelela indicated its intention to undertake a rights offer (“Rights Offer”) to fund a portion of the purchase
consideration in respect of the Transaction; and
- Shareholders approved the placement of sufficient Phumelela shares under the control of the directors to
implement the Rights Offer.
All of the requisite regulatory approvals have now been obtained and accordingly the Rights Offer will now proceed.
2. Salient terms of the Rights Offer
Phumelela proposes to raise R284 million through an offer of 16 331 225 Rights Offer shares (“Rights Offer
Shares”) at a price of R17.39 per Rights Offer Share (“Rights Offer Issue Price”) in the ratio of 21.91067 Rights
Offer Shares for every 100 existing Phumelela ordinary shares (“Phumelela Shares”) held on the record date for
the Rights Offer, being Friday, 20 January 2017.
The Rights Offer Issue Price represents a 21.3% discount to the closing price on Monday, 9 January 2017.
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 the Rights Offer Shares will be listed from the commencement of business
on Wednesday, 18 January 2017 to the close of business on Tuesday, 31 January 2017, both days
inclusive, under the JSE code: PHMN and ISIN: ZAE000231437; and
- the Rights Offer Shares will be listed with effect from the commencement of business on Wednesday, 1
February 2017.
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 Friday, 29 April 2016 the purchase consideration payable by
Phumelela for the Transaction is R437 million (“Purchase Consideration”). In addition to the Purchase
Consideration, Phumelela will pay the following to the Anastassopoulos Family (“AF”) which will be settled in cash:
- interest earned on the cash portion of the Purchase Consideration from 1 March 2016 until the Rights Offer
issue date (“Rights Offer Issue Date”); and
- an amount equivalent to the dividends per share declared by Phumelela from 1 March 2016 to the Rights
Offer Issue Date relating to each of the Acquisition Issue (see definition below) shares.
The Purchase Consideration, additional amounts payable as stated above and any transaction related costs will
be paid to the AF as follows:
- 35% of the Purchase Consideration through the issue of new Phumelela Shares in terms of an acquisition
issue in accordance with the JSE Listings Requirements (“Acquisition Issue”); and
- The remainder in cash, which will be financed by Phumelela as follows:
- through the issue of Rights Offer Shares to Shareholders in terms of the Rights Offer; and
- through existing cash and/or debt facilities of Phumelela for the remainder of any amounts due.
4. Shareholder commitments
Phumelela has concluded agreements with certain shareholders (“Committed Shareholders”) who have
irrevocably committed to follow their rights and to make application for excess shares in the Rights Offer for
approximately 18 922 274 Phumelela Shares pursuant to the Rights Offer, representing approximately 115.9% of
the aggregate Rights Offer proceeds.
Further details of the commitments will be set out in the Rights Offer circular dated Tuesday, 17 January 2017
(“Rights Offer Circular”) available on the Company’s website www.phumelela.com from Tuesday, 17 January
2017, distributed to certificated Shareholders on Thursday, 19 January 2017 and to dematerialised Shareholders
on Tuesday, 24 January 2017.
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 Phumelela 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, 3 February 2017.
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 Shareholder 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:
2017
Declaration date announcement released on SENS on Tuesday, 10 January
Declaration date announcement published in the press on Wednesday, 11 January
Finalisation date announcement released on SENS on Wednesday, 11 January
Finalisation date announcement published in the press on Thursday, 12 January
Last day to trade in Phumelela Shares in order to participate in the Rights Offer Tuesday, 17 January
Listing and trading of Letters of Allocation on the JSE under JSE code: PHMN
Wednesday, 18 January
and ISIN: ZAE000231437
Phumelela Shares commence trading on the JSE ex-Rights Offer entitlement Wednesday, 18 January
Rights Offer Circular and Form of Instruction distributed to Certificated
Thursday, 19 January
Shareholders
Record Date for determination of Shareholders entitled to participate in the
Friday, 20 January
Rights Offer (Initial Record Date)
Dematerialised Shareholders will have their accounts at their CSDP or Broker
Monday, 23 January
automatically credited with their entitlement
Certificated Shareholders on the Register will have their entitlement credited to
Monday, 23 January
their accounts held with the Transfer Secretaries
Rights Offer opens at 09:00 Monday, 23 January
Rights Offer Circular distributed to those Dematerialised Shareholders who
Tuesday, 24 January
have elected to receive documents in hard copy
Last day to trade Letters of Allocation on the JSE Tuesday, 31 January
Rights Offer Shares listed and trading therein commences on the JSE Wednesday, 1 February
Payment to be made and Form of Instruction to be lodged with the Transfer
Friday, 3 February
Secretaries by Certificated Shareholders by 12:00
Rights Offer closes at 12:00 Friday, 3 February
Record Date for Letters of Allocation (Final Record Date) Friday, 3 February
Rights Offer Shares issued Monday, 6 February
Dematerialised Shareholders’ accounts updated and debited by CSDP or
Monday, 6 February
Broker (in respect of payment for Rights Offer Shares)
Certificates distributed to Certificated Shareholders (in respect of the Rights
Monday, 6 February
Offer Shares)
Results of Rights Offer announced on SENS Monday, 6 February
Results of Rights Offer announced in the press Tuesday, 7 February
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 18 January 2017 and 20 January 2017, 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 at the Transfer Secretaries.
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 Wednesday,
11 January 2017.
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, 19 January 2017 and to dematerialised shareholders on Tuesday, 24
January 2017. The Rights Offer Circular will be made available on the Company’s website www.phumelela.com
from Tuesday, 17 January 2017.
Johannesburg
10 January 2017
Financial Advisor and Sponsor
Investec Bank Limited
Corporate Law Advisor
Roodt Inc.
Date: 10/01/2017 03:24:00 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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