Wrap Text
Declaration announcement in respect of the Sygnia Rights Offer
SYGNIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
JSE share code: SYG
ISIN: ZAE000208815
("Sygnia" or the "Company")
DECLARATION ANNOUNCEMENT IN RESPECT OF THE SYGNIA RIGHTS OFFER
Introduction and Salient terms of the Rights Offer
Shareholders of Sygnia (“Shareholders”) are hereby advised that the board of Sygnia has resolved
to pursue the implementation of a partially underwritten renounceable rights offer of 17 777 778
ordinary shares (“Rights Offer Shares”) at a price of R9.00 per share (“Rights Offer Share Price”), in
the ratio of 12.95964 Rights Offer Shares for every 100 (“Ratio of Entitlement”) Sygnia ordinary
shares (“Ordinary Shares”) held at the close of trade on Friday, 28 July 2017 by Shareholders
registered on the record date being Friday, 28 July 2017 (“Qualifying Shareholders”).
The Company intends to raise R160 000 000 from existing Shareholders (“the Rights Offer”).
The aforementioned Rights Offer Share Price represents a discount of approximately 20.8% to the
prevailing 30-day volume weighted average price of the Ordinary Shares as at Monday, 10 July
2017.
The Rights Offer Shares will rank pari passu with the existing issued Ordinary Shares of Sygnia.
Shareholders are also referred to the quarterly update published on SENS simultaneously with this
announcement and the Sygnia website. The quarterly update provides additional information in
respect of Sygnia’s assets under management and administration at 30 June 2017 as well as a
strategy update related to the acquisition of db X-trackers (RF) Proprietary Limited (“DBX”).
Rationale for the Rights Offer
As set out in the announcement released on SENS on Thursday, 30 March 2017, Sygnia entered
into a sale of shares agreement to acquire DBX from Deutsche Group Holdings (SA) Proprietary
Limited. The funding of the purchase price, which was paid on 7 July 2017, was facilitated by a bridge
loan of R320 000 000 from Nedbank (“the Bridge Loan”).
The purpose of the Rights Offer is to settle a portion of the Bridge Loan and, through a renouncement
of rights by certain shareholders (referred to below under “Irrevocable undertakings and
underwriting”), to broaden the Company’s shareholder base, introduce a strategic offshore
shareholder and increase the shareholding of its majority black-owned and black-controlled
shareholder, African Equity Empowerment Investments Limited (collectively “the Renouncees”). The
balance of the Bridge Loan will be settled in time with an appropriate term-funding structure.
Excess shares application
Qualifying Shareholders will have the right to apply for any excess Rights Offer Shares not taken up
by other Qualifying Shareholders, subject to such entitlement to subscribe for Ordinary Shares (“the
Rights”) pursuant to the Rights Offer being transferable upon renunciation of the letters of allocation,
and any such excess Ordinary Shares will be attributed equitably, taking cognisance of the number
of Ordinary Shares and Rights held by the Qualifying Shareholder immediately prior to such
allocation, including those taken up as a result of the Rights Offer, and the number of excess Rights
Offer Shares applied for by such Qualifying Shareholder.
Irrevocable undertakings and underwriting
The Company has secured an irrevocable undertaking from MF Wierzycka, to follow 100% of her
Rights (held through her direct shareholding) to the value of R23 429 988 (2 603 332 (14.64%) of
the Rights Offer Shares). The Company has also secured an irrevocable undertaking from SJB Peile,
a related party to MF Wierzycka, to follow 71.03% of his Rights (held through his direct shareholding)
to the value of R16 570 008 (1 841 112 (10.36%) of the Rights Offer Shares). SJB Peile (held
through his direct shareholding) and MF Wierzycka and SJB Peile (held through their indirect
shareholding in Zatoka Trust) intend to renounce their remaining Rights to the Renouncees. In
addition, Ulundi Holdings, Mobula Trust and NJ Giles also intend to renounce all of their Rights to
the Renouncees. The Renouncees have signed irrevocable undertakings to subscribe for Ordinary
Shares associated with the renounced Rights to the value of R80 952 939 (8 994 771 (50.6%) of the
Rights Offer Shares).
The Company has entered into an underwriting agreement, in terms of which the underwriter will
underwrite a quantum of Rights Offer Shares, taking into account the irrevocable commitments to
subscribe for Ordinary Shares and possible excess applications.
Fractional entitlement
The whole number of Rights to subscribe for Rights Offer Shares to which Qualifying Shareholders
will become entitled will be determined by the Ratio of Entitlement. Only whole numbers of Ordinary
Shares will be issued and Qualifying Shareholders will be entitled to subscribe for rounded numbers
of Ordinary Shares based on conventional rounding principals once the Ratio of Entitlement has
been applied. Fractional entitlements that arise will be rounded up or down to the nearest whole
number.
Foreign jurisdiction
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an
offer and the circular and form of instruction should not be forwarded or transmitted by any person
in any territory other than where it is lawful to make such an offer.
Important dates and times
Rights Offer: Finalisation announcement released on SENS Wednesday, 19 July
Rights Offer: Finalisation announcement released in the South
African press on Thursday, 20 July
Last day to trade in Ordinary Shares in order to settle trades by the
Record date for the Rights Offer and to qualify to participate in the
Rights Offer Tuesday, 25 July
Circular together with the form of instruction published on the Sygnia
website Tuesday, 25 July
Listing of and trading in the letters of allocation under the JSE Code
SYGN and ISIN ZAE000242681 on the JSE and Ordinary Shares
Wednesday, 26 July
commence trading ex-rights at 09:00 on
Circular posted to certificated Shareholders together with a form of
instruction Thursday, 27 July
Record date for the Rights Offer Friday, 28 July
Rights Offer opens at 09:00 on Monday, 31 July
Certificated Shareholders will have their letters of allocation credited
to an electronic account held at the Transfer Secretaries at 09:00 on Monday, 31 July
Qualifying Shareholders who hold dematerialised Ordinary Shares
will have their accounts at their Central Securities Depository
Participant (“CSDP”) or broker credited with their entitlement at 9:00
on Monday, 31 July
Circular posted to dematerialised Shareholders, where applicable Tuesday, 1 August
Last day for trading letters of allocation on the JSE Monday, 7 August
Form of Instruction by certificated Shareholders wishing to sell all or
part of their entitlement to be lodged at the Transfer Secretaries by
Monday, 7 August
12:00 on
Listing of Rights Offer Shares and trading therein on the JSE
commences on Tuesday, 8 August
Rights Offer closes at 12:00. Payment to be made and Form of
Instruction by Certificated Shareholders wishing to renounce or
subscribe for all or part of the entitlement to be lodged at the Transfer
Secretaries1 by 12:00 on Friday, 11 August
Record date for the letters of allocation Friday, 11 August
Rights Offer Shares issued and Ordinary Share certificates posted to
certificated Shareholders on or about Monday, 14 August
CSDP or broker accounts in respect of dematerialised Shareholders
will be updated with Rights Offer Shares and debited with any
payments due on Monday, 14 August
Results of Rights Offer announced on SENS Monday, 14 August
Results of Rights Offer announced in the South African press on Tuesday, 15 August
Refunds (if any) to certificated Shareholders in respect of
unsuccessful excess applications made and share certificates posted
to certificated Shareholders in respect of successful excess
applications Wednesday, 16 August
Dematerialised Shareholders' accounts updated and debited by their
CSDP or broker (in respect of successful excess applications) Wednesday, 16 August
Notes:
1. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment method.
2. All times are South African times.
3. Sygnia Shareholders may not Dematerialise or rematerialise their Ordinary Shares between Wednesday, 26 July 2017, and Friday, 28
July 2017, both dates inclusive.
11 July 2017
Transaction Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Legal Advisers
Webber Wentzel
Sponsor
Nedbank Corporate and Investment Banking
Date: 11/07/2017 10:08:00 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,
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