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Declaration announcement in respect of a Rights Offer
ECSPONENT LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
("the Company" or "Ecsponent" or “the Group”)
DECLARATION ANNOUNCEMENT IN RESPECT OF A RIGHTS OFFER
Shareholders are hereby advised that Ecsponent intends to raise up to R50 million by way of a partially underwritten
renounceable rights offer (“the Rights Offer”).
SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 333 333 292 new ordinary Ecsponent shares (“Rights Offer Shares”) will be offered to
Ecsponent shareholders recorded in Ecsponent’s share register at the close of business on Friday, 10 February
2017 (“Record Date”), at a subscription price of 15 cents per Rights Offer Share, in the ratio of 35.77420 Rights
Offer Share for every 100 Ecsponent ordinary shares held.
The subscription price represents a discount of 3.4% to the 30-day volume weighted average traded price (“VWAP”)
of Ecsponent’s ordinary shares of 15.53 cents per share, as at 10 October 2016, being the date of the initial
announcement of the Rights Offer and a premium of 20.5% to the 30-day VWAP of Ecsponent’s ordinary shares
on 30 January 2017, being 12.44 cents per share.
Excess applications for Rights Offer Shares will not be allowed. The Rights Offer is not conditional upon any
minimum subscription being obtained.
The Rights Offer Shares to be issued will rank pari passu with the existing issued ordinary shares of Ecsponent.
Only whole numbers of Rights Offer Shares will be issued and accordingly fractional entitlements of 0.5 or greater
will be rounded up and less than 0.5 will be rounded down.
RATIONALE FOR THE RIGHTS OFFER
Capital raised through the Rights Offer will be applied towards streamlining the Group’s operations, thereby re-
aligning the Group for increased strategic growth, specifically through the growth of the loan book and the financial
services business of the Group.
UNDERWRITING
Mason Alexander Proprietary Limited (“the Underwriter”) has agreed, subject to certain limitations, to subscribe for
133 333 333 Rights Offer Shares, with a total subscription of R20 million, in the event that such number of Rights
Offer Shares are not taken up by Ecsponent Shareholders and/or their renouncees in terms of the Rights Offer.
The Underwriter does not intend to follow its rights in terms of the Rights Offer and there will be no underwriting fee
payable by the Company to the Underwriter.
The Board, after due and careful enquiry are of the opinion that the Underwriter has sufficient resources to meet its
financial commitments in terms of the underwriting agreement.
SALIENT DATES AND TIMES
2017
Finalisation announcement released on SENS Thursday, 2 February
Last day to trade in Ordinary Shares in order to participate in the Rights Offer Tuesday, 7 February
(cum entitlement) and publishing of circular on Ecsponent’s website
Listing of, and trading in, the Letters of Allocation under the JSE Code ECSN Wednesday, 8 February
and ISIN ZAE000230603 on the JSE commences at 09:00 on
Ordinary Shares commence trading ex-Rights on the JSE at 09:00 on Wednesday, 8 February
Circular and Form of Instruction posted to Certificated Shareholders Thursday, 9 February
Rights Offer Record Date at 17:00 on Friday, 10 February
Rights Offer opens at 09:00 on Monday, 13 February
Certificated Shareholders will have their Letters of Allocation credited to an Monday, 13 February
electronic account held at the Transfer Secretaries
Dematerialised Shareholders will have their accounts at their CSDP or Broker Monday, 13 February
credited with their entitlement at 09:00 on
Circular posted to Dematerialised Shareholders on Tuesday, 14 February
Last day for trading Letters of Allocation on the JSE Tuesday, 21 February
Form of Instruction lodged by Certificated Shareholders wishing to sell all or part Tuesday,21 February
of their entitlement at the Transfer Secretaries by 12:00
Listing of Rights Offer Shares and trading therein on the JSE commences at Wednesday, 22 February
09:00 on
Letters of Allocation Record Date Friday, 24 February
Rights Offer closes at 12:00 on Friday, 24 February
Payment to be made and Form of Instruction lodged by Certificated Friday, 24 February
Shareholders wishing to renounce or subscribe for all or part of the entitlement
at the Transfer Secretaries* on
Results of Rights Offer announced on SENS Monday, 27 February
CSDP or Broker accounts in respect of Dematerialised Shareholders will be Monday, 27 February
updated with Rights Offer shares and debited with any payments due on
Rights Offer Shares issued and posted to Shareholders in certificated form Monday, 27 February
(where applicable) on or about
CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment method.
Notes:
1. Unless otherwise indicated, all times are South African times.
2. Shareholders may not Dematerialise or rematerialise their Ordinary Shares between Wednesday, 8 February
2017 and Friday, 10 February 2017, both dates inclusive.
FOREIGN SHAREHOLDERS
Any shareholder resident outside the common monetary area who receives the Rights Offer circular and form of
instruction should obtain advice as to whether any governmental and/or any other legal consent is required and/or
any other formality must be observed to enable such a subscription to be made in terms of such form of instruction.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and the
Rights Offer circular and form of instruction should not be forwarded or transmitted by recipients thereof to any
person in any territory other than where it is lawful to make such an offer.
The Rights Offer Shares have not been and will not be registered under the Securities Act of the United States of
America. Accordingly, the Rights Offer Shares may not be offered, sold, resold, delivered or transferred, directly or
indirectly, in or into the United States or to, or for the account or benefit of, United States persons, except pursuant
to exemptions from the Securities Act. The Rights Offer circular and the accompanying documents are not being,
and must not be, mailed or otherwise distributed or sent in, into or from the United States. The Rights Offer circular
does not constitute an offer of any securities for sale in the United States or to United States persons.
The Rights Offer contained in the Rights Offer circular does not constitute an offer in the District of Colombia, the
United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction in which,
or to any person to whom, it would not be lawful to make such an offer. Non-qualifying shareholders should consult
their professional advisers to determine whether any governmental or other consents are required or other
formalities need to be observed to allow them to take up the Rights Offer, or trade their entitlement.
Shareholders holding Ecsponent shares on behalf of persons who are non-qualifying shareholders are responsible
for ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach regulations
in the relevant overseas jurisdictions.
To the extent that non-qualifying shareholders are not entitled to participate in the Rights Offer, such non-qualifying
shareholders should not take up their rights offer entitlement or trade in their Rights Offer entitlement and should
allow their rights in terms of the Rights Offer to lapse.
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
Pretoria
31 January 2017
Sponsor and Corporate Adviser
Questco (Pty) Ltd
Date: 31/01/2017 05:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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,
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