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PHUMELELA GAMING & LEISURE LIMITED - Finalisation announcement and terms of the fully committed renounceable Phumelela rights offer

Release Date: 11/01/2017 14:31
Code(s): PHM     PDF:  
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Finalisation announcement and terms of the fully committed renounceable Phumelela 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

FINALISATION ANNOUNCEMENT AND TERMS OF THE FULLY COMMITTED RENOUNCEABLE PHUMELELA
RIGHTS OFFER

Phumelela shareholders (“Shareholders”) are referred to the announcement released on the Stock Exchange News
Service (“SENS”) of the JSE Limited (“JSE”) on Tuesday, 10 January 2017 in respect of the fully committed
renounceable rights offer of R284 million (“Rights Offer”) in terms of which Phumelela will offer a total 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 shares held on the record date for the
Rights Offer, being Friday, 20 January 2017.

Shareholders are advised that the Rights Offer is unconditional and accordingly the Rights Offer may now be
implemented.

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 and ISIN:        Wednesday, 18 January
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 shareholders        Thursday, 19 January

Record date for determination of Shareholders entitled to participate in the Rights Offer     Friday, 20 January
(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 their       Monday, 23 January
accounts held with the transfer secretaries

Rights Offer opens at 09:00                                                                   Monday, 23 January

Rights Offer circular distributed to those dematerialised Shareholders who have               Tuesday, 24 January
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 broker (in               Monday, 6 February
respect of payment for Rights Offer Shares)

Certificates distributed to certificated Shareholders (in respect of the Rights Offer         Monday, 6 February
Shares)

Results of Rights Offer announced on SENS                                                     Monday, 6 February

Results of Rights Offer announced in the press                                                Tuesday, 7 February

Refunds (if any) to certificated Shareholders in respect of unsuccessful excess               Wednesday, 8 February
applications made

Dematerialised Shareholders’ accounts updated and debited by their CSDP or broker             Wednesday, 8 February
(in respect of successful excess applications)
 
Certificates distributed to certificated Shareholders (in respect of successful excess        Wednesday, 8 February
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 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.
    6.   If you do not wish to subscribe for all of the Rights Offer Shares allocated to you, you may sell or renounce your rights or allow them to
         lapse. In such event, you must complete the relevant section of the Form of Instruction and return it to the transfer secretaries to be received
         by no later than 12:00 on Tuesday, 31 January 2017, if you wish to sell, and by no later than 12:00 on Friday, 3 February 2017, if you
         renounce your rights.

The allocation of Rights Offer Shares will be such that Shareholders will not be allocated a fraction of a Rights Offer
Share and as such any entitlement to receive a fraction of a Rights Offer Share which:
    -    is less than one-half of a Rights Offer Share, will be rounded down to the nearest whole number; and
    -    is equal to or greater than one-half of a Rights Offer Share but less than a whole Rights Offer Share, will be
         rounded up to the nearest whole number.

Further details of the Rights Offer and commitments received will be set out in the circular to Shareholders (“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
11 January 2017

Financial Advisor and Sponsor
Investec Bank Limited

Corporate Law Advisor
Roodt Inc.

Date: 11/01/2017 02:31:00 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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