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AFRICAN RAINBOW CAPITAL INVESTMENTS LIMITED - Results announcement

Release Date: 05/09/2017 11:00
Code(s): AIL     PDF:  
Wrap Text
Results announcement

African Rainbow Capital Investments Limited
(Incorporated in the Republic of Mauritius)
(Registration number C148430)
JSE share code: AIL     ISIN: MU0553S00000
(“ARC Investments”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION OR REQUIRE ARC INVESTMENTS TO TAKE ANY FURTHER ACTION
RESULTS ANNOUNCEMENT


1. Introduction
Reference is made to ARC Investments' Pre-listing Statement dated 28 August 2017 and the Abridged Pre-
listing Statement released on SENS on 28 August 2017, relating to the Listing of ARC Investments’ issued
Ordinary Shares in the “Financials – Speciality Finance” sector of the Main Board of the Johannesburg Stock
Exchange.
Capitalised words and expressions used in this announcement shall, unless expressly defined herein or
indicated otherwise by the context, bear the meanings given to them in the Pre-listing Statement.


2. Results of the Offer
ARC Investments is pleased to announce that the Offer was oversubscribed at market close on Monday,
4 September 2017.
Due to the strong demand for the Offer Shares, ARC Investments has decided to increase the number of Offer
Shares issued from 223,147,060 to 258,441,178, all of which will be issued at R8.50 per Ordinary Share. The
gross proceeds from the Offer will increase from R1.9 billion to R2.2 billion.
As set out in the Pre-listing Statement, concurrent with the Offer, the Cornerstone Investors have agreed to
subscribe for 247,441,175 Ordinary Shares at the Offer Price on the Listing Date for gross proceeds of
R2.1 billion.

The gross proceeds receivable by ARC Investments from the issue of the Offer Shares and the issue of the
Cornerstone Subscription Shares to the Cornerstone Investors will therefore be R4.3 billion. The net proceeds
received by ARC Investments from the Offer and the Cornerstone Subscriptions is expected to be R4.2 billion.
The net proceeds will be contributed by ARC Investments to the ARC Fund as a capital contribution immediately
following the Listing.


3. Settlement and Listing
The Settlement Date and Listing Date are expected to occur on Thursday, 7 September 2017. Any change will
be announced on SENS and published in the South African press.
On Listing, a total of 1,032,470,588 Ordinary Shares will be in issue, of which 526 588 235 shares (c.51%) will
be held by ARC.


Ebène, Mauritius (with simultaneous circulation in Johannesburg)
5 September 2017


Financial adviser, bookrunner and JSE sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal advisers
Webber Wentzel, legal and tax adviser to ARC Investments as to South African law
Linklaters LLP, legal adviser to ARC Investments as to English and US law
BLC Robert & Associates, legal and tax adviser to ARC Investments as to Mauritian law
DLA Piper South Africa Services Proprietary Limited, legal adviser to Rand Merchant Bank as to South African
law

Independent reporting accountant
PricewaterhouseCoopers Inc.

DISCLAIMER
The distribution of this announcement, the Abridged Pre-listing Statement and the Pre-listing Statement and the
Offer in certain jurisdictions may be restricted by law. No action has been, or will be, taken to permit the
possession or distribution of this announcement, the Abridged Pre-listing Statement and the Pre-listing
Statement (or any other offering or publicity materials or application form(s) relating to the Offer Shares) in any
jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither
this announcement, the Abridged Pre-listing Statement, the Pre-listing Statement, any advertisement, nor any
other offering material may be distributed or published in any jurisdiction except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this
announcement, the Abridged Pre-listing Statement and the Pre-listing Statement comes should inform
themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the laws or regulations of certain jurisdictions. Further information with regard to the
restrictions on the distribution of this announcement, the Abridged Pre-listing Statement and the Pre-listing
Statement and the Offer is set out in "Selling and Transfer Restrictions" in the Pre-listing Statement.
The distribution of this announcement, the Abridged Pre-listing Statement and the Pre-listing Statement and the
making of the Offer may be restricted by law. It is the responsibility of any person into whose possession this
announcement, the Abridged Pre-listing Statement and the Pre-listing Statement comes to inform themselves
about, and observe, any such restrictions. Any failure to comply with any of those restrictions may constitute a
violation of the applicable laws or regulations of certain jurisdictions. The Pre-listing Statement does not
constitute an offer of, or an invitation to acquire or subscribe for, any of the Offer Shares in any jurisdiction in
which such offer, subscription or purchase would be unlawful or require further action for such purpose.
No representation or warranty, express or implied, is made by any person other than ARC Investments as to
the accuracy, completeness or verification of the information set out in this announcement, the Abridged Pre-
listing Statement and the Pre-listing Statement, and nothing contained in this announcement, the Abridged Pre-
listing Statement and the Pre-listing Statement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. No person other than ARC Investments assumes responsibility for
the accuracy, completeness or verification of this announcement, the Abridged Pre-listing Statement and the
Pre-listing Statement and all other persons accordingly disclaim, to the fullest extent permitted by applicable
laws and regulations, any and all liability whether arising in delict, tort, contract or otherwise that they might
otherwise be found to have in respect of this document or any such statement.
Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB") is acting exclusively for ARC Investments
and no one else in connection with the Offer. It will not regard any other person (whether or not a recipient of
this document) as its client in relation to the Offer and will not be responsible to anyone other than ARC
Investments for providing the protections afforded to its clients nor for giving advice in relation to the Offer or
any transaction or arrangement referred to in this announcement, the Abridged Pre-listing Statement and the
Pre-listing Statement.
In connection with the Offer, RMB and any of its affiliates, acting as an investor for its own account, may take
up Ordinary Shares in the Offer and in that capacity may retain, purchase or sell for its own account such
securities and any Ordinary Shares or related investments and may offer or sell such Ordinary Shares or other
investments otherwise than in connection with the Offer. Accordingly, references in this announcement, the
Abridged Pre-listing Statement and the Pre-listing Statement to Ordinary Shares being offered or placed should
be read as including any offering or placement of Ordinary Shares to RMB or any of its affiliates acting in such
capacity. In addition, RMB or its affiliates may enter into financing arrangements (including swaps) with investors
in connection with which RMB or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares.
RMB does not intend to disclose the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.

Date: 05/09/2017 11:00:00 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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