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Declaration Announcement in Respect of the Taste Fully Committed Rights Offer
Taste Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2000/002239/06)
Share code: TAS ISIN: ZAE000081162
(“Taste” or “the Company”)
DECLARATION ANNOUNCEMENT IN RESPECT OF THE TASTE FULLY COMMITTED RIGHTS OFFER
1. INTRODUCTION
Holders of issued Taste shares (“Taste Shareholders”) are referred to the announcement released on
SENS on Thursday, 16 November 2017 relating, inter alia, to the intended debt reduction and capital
raising of R398 000 000.70 by way of a rights offer. Taste is pleased to confirm that it intends to raise
R398 million by way of a fully committed renounceable rights offer (“Rights Offer”), in terms of which
Taste will offer a total of 442 222 223 authorised but unissued ordinary shares of no par value (“Rights
Offer Shares”) at a subscription price of 90 cents per Rights Offer Share (“Subscription Price”) in the
ratio of 96.28624 Rights Offer Shares for every 100 Taste shares (“Ratio”) held by Taste Shareholders
at the close of business on the record date for the Rights Offer, being Friday, 12 January 2018 (“Initial
Record Date”).
2. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, Taste will offer a total of 442 222 223 Rights Offer Shares at a subscription
price of 90 cents per Rights Offer Share in the ratio of 96.28624 Rights Offer Shares for every 100
Taste shares held by Taste Shareholders on the close of business on the Initial Record Date.
The allocation of Rights Offer Shares will be such that Taste 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.
Upon their issue, the Rights Offer Shares will rank pari passu in all respects with the existing Taste
shares.
Taste Shareholders may not apply for any excess Rights Offer Shares.
3. COMMITMENT AGREEMENT
The Rights Offer will be fully subscribed for in terms of and subject to a Commitment Agreement that
Taste has entered into with Riskowitz Value Fund LP, a limited partnership formed in the state of
Delaware, USA (“RVF”).
Further details of the Commitment Agreement will be set out in the Rights Offer circular to be dated on
or about 9 January 2018 and distributed to Taste Shareholders as set out in paragraph 5 below.
The Commitment Agreement is subject to termination by RVF in the following circumstances:
3.1 the occurrence of a Material Adverse Event, as defined in the Commitment Agreement;
3.2 the occurrence of an Insolvency Event, as defined in the Commitment Agreement, in relation to
the Company or any material subsidiary of the Company;
3.3 if the Company is required to prepare and issue a supplement to the Rights Offer circular in terms
of paragraph 11.56 of the JSE Listings Requirements;
3.4 if the Company breaches any warranty given by the Company in the Commitment Agreement, or
commits a material breach of the Commitment Agreement; or
3.5 if an order suspending the Rights Offer or the Commitment Agreement, or any other agreement
defined as a “Transaction Agreement” in the Commitment Agreement, or declaring them to be
voidable at the election of someone other than RVF or illegal, invalid or void, is issued, or
proceedings for any such purpose shall have been instituted by any person having the necessary
locus standi to do so.
4. CONDITIONS PRECEDENT
The implementation of the Rights Offer is subject to approval being obtained from the JSE of the Rights
Offer circular and for the listing of the letters of allocation and the Rights Offer Shares.
5. SALIENT DATES AND TIMES
2017
Rights Offer Declaration Data announcement released on SENS Tuesday, 19 December
Rights Offer Declaration Data published in the press on Wednesday, 20 December
2018
Rights Offer finalisation announcement released on SENS Thursday, 4 January
Circular distributed to certificated Taste Shareholders on Tuesday, 9 January
Last day to trade in Taste shares in order to be eligible to participate in
the Rights Offer on Tuesday, 9 January
Taste shares trade ex the Rights Offer from commencement of trade at
09:00 on Wednesday, 10 January
Listing of and trading of letters of allocation on the JSE under JSE code
“TASN” and ISIN ZAE000252904 from commencement of trade at 09:00
on Wednesday, 10 January
Record date for the Rights Offer for purposes of determining which Taste
Shareholders will be entitled to participate in Rights Offer at the close of
business on Friday, 12 January
Rights Offer opens at 09:00 on Monday, 15 January
CSDP or broker accounts credited with entitlements in respect of holders
of dematerialised shares at 09:00 on Monday, 15 January
Letters of allocation credited to an electronic account held at the transfer
secretaries in respect of holders of certificated shares at 09:00 on Monday, 15 January
Circular distributed to dematerialised Taste Shareholders Tuesday, 16 January
Last day to trade in letters of allocation on the JSE on Tuesday, 23 January
Last day for Form of Instruction to be lodged with the transfer secretaries
by 12:00 in respect of certificated Taste Shareholders wishing to sell all
or part of their entitlements Tuesday, 23 January
Listing and trading of the Rights Offer Shares commences on the JSE at
09:00 on Wednesday, 24 January
Last day for Form of Instruction to be lodged with the transfer secretaries
and payment to be made by 12:00 in respect of certificated Taste
Shareholders wishing to subscribe for or renounce all or part of their
entitlements on Friday, 26 January
Record date for letters of allocation Friday, 26 January
Rights Offer closes at 12:00 on Friday, 26 January
CSDP or broker accounts credited with Rights Offer Shares and debited
with the payments due in respect of holders of dematerialised shares on Monday, 29 January
Share certificates in terms of the Rights Offer Shares posted to
certificated Taste Shareholders on or about Monday, 29 January
Results of the Rights Offer announced on SENS on Monday, 29 January
Results of the Rights Offer published in the press on Tuesday, 30 January
Rights Offer Shares not subscribed for by existing Taste Shareholders in
terms of the Rights Offer, issued (subject to and in terms of the
Commitment Agreement) to RVF on Monday, 5 February
Notes:
1. All dates and times are local dates and times in South Africa. The above dates and times are subject to change.
Any changes will be released on SENS and published in the press.
2. Share certificates may not be Dematerialised or Rematerialised between Wednesday, 10 January 2018 and
Friday, 12 January 2018, both days inclusive.
3. Dematerialised Taste Shareholders will have their accounts at their CSDP or broker credited with their
entitlements and certificated Taste Shareholders will have their entitlements generated in electronic form and
held at the transfer secretaries on Monday, 15 January 2018.
4. Dematerialised Taste Shareholders will have their accounts at their CSDP or broker credited with the Rights
Offer Shares to the extent to which they have accepted the Rights Offer. Share certificates will be posted, by
registered post at the Taste Shareholders’ risk, to certificated Taste Shareholders to the extent to which they
have accepted the Rights Offer.
5. CSDPs effect payment in respect of dematerialised Taste Shareholders on a delivery-versus-payment method.
6. RESTRICTIONS ON THE RIGHTS OFFER
The Rights Offer Shares have not been and will not be registered under the United States Securities
Act of 1933, as amended, (“U.S. Securities Act”) or the securities laws of any state of the United
States. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to
buy or subscribe for any of the Rights Offer Shares within the USA, and the Rights Offer Shares may
not be offered, issued or sold in or into the United States or to U.S. persons unless registered under
the Securities Act and applicable state securities laws, or pursuant to an exemption from such
registration requirements, including for example, to shareholders that are, or who are acting on behalf
of, or for the account or benefit of a QIB as such terms is defined in rule 144A under the U.S.
Securities Act or an accredited investor as such term is defined in Rule 501(a) of Regulation D under
the U.S. Securities Act pursuant to an available exemption from registration under the U.S. Securities
Act or, in the sole discretion of the Company, to others who may be offered the securities mentioned
herein pursuant to an available exemption from such registration. “United States” and “U.S. persons”
are defined in Regulation S under the Securities Act.
7. FURTHER ANNOUNCEMENT AND RIGHTS OFFER CIRCULAR
The Rights Offer finalisation announcement is expected to be released on SENS on or about Thursday,
4 January 2018.
The Rights Offer circular, and accompanying Form of Instruction for use by certificated Taste
Shareholders only, containing full particulars of the Rights Offer will be posted to certificated Taste
Shareholders on or about Tuesday, 9 January 2018.
The Rights Offer circular containing full particulars of the Rights Offer will be distributed to
dematerialised Taste Shareholders who have elected to receive documents on or about Tuesday,
16 January 2018.
Johannesburg
19 December 2017
Sponsor and Corporate Advisor
Merchantec Capital
Legal Advisor to Taste
PricewaterhouseCoopers Legal Proprietary Limited
Legal Advisor to RVF
Bowman Gilfillan Inc.
Date: 19/12/2017 03:30:00 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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