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Declaration announcement in respect of the partially underwritten renounceable rights offer
Imbalie Beauty Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/025374/06)
JSE code: ILE
ISIN: ZAE000165239
("Imbalie Beauty” or “the Company")
DECLARATION ANNOUNCEMENT IN RESPECT OF THE PARTIALLY UNDERWRITTEN
RENOUNCEABLE RIGHTS OFFER
Shareholders are referred to the announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) of
30 November 2017 wherein Shareholders were advised that Imbalie
Beauty was in the process of finalising a Rights Offer for the Company
to raise additional capital.
1. INTRODUCTION
Imbalie Beauty shareholders are hereby advised that Imbalie
Beauty intends to raise R15 million by way of a partially
underwritten renounceable rights offer of 750 000 000 new
ordinary no par value shares in the ordinary share capital of
Imbalie Beauty at a subscription price of 2 cents per new
ordinary share in the ratio of 118.28921 new ordinary shares for
every 100 ordinary shares held in Imbalie Beauty at the close of
business on Friday, 9 February 2018.
A circular to Shareholders, in respect of the Rights Offer,
together with a specimen form of instruction in respect of a
renounceable (nil paid) letter of allocation, will be published
on Tuesday, 6 February 2018 on Imbalie Beauty’s website
(www.imbaliebeauty.co.za).
2. RATIONALE FOR THE RIGHTS OFFER
The purpose of the Rights Offer is to raise R15 million (before
expenses), which will be utilised for the following purposes:
- To strengthen the company’s balance sheet;
- To provide funding for continued product and beauty salon
innovation;
- To fund an internal restructuring which resulted in
retrenchment costs of certain employees, to reduce the
company’s overheads on a sustainable basis into the future;
and
- To continue to fund the ongoing working capital requirements
of the group.
3. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, Imbalie Beauty is offering a total
of 750 000 000 rights shares which will be offered to
Shareholders recorded in Imbalie Beauty’s share register at the
close of business on the Record Date, at the Rights Offer Issue
Price of 2 cents per Rights Share, in the ratio of 118.28921 new
ordinary shares for every 100 ordinary shares held at the close
of business on Friday, 9 February 2018.
Excess applications for Rights Shares will not be allowed and any
Rights Shares that are not accepted, renounced, or sold shall
revert to the underwriters. The Rights Offer is not conditional
upon any minimum subscription being obtained.
The whole number of rights to subscribe for Rights Shares to
which Shareholders will become entitled will be determined by the
ratio of entitlement. Only whole numbers of Shares will be
issued, and Shareholders will be entitled to subscribe for
rounded numbers of Shares once the ratio of entitlement has been
applied. Fractional entitlements of 0.5 or greater will be
rounded up and of less than 0.5 will be rounded down.
The Rights Shares issued will rank pari passu with the existing
issued Shares.
4. IRREVOCABLE UNDERTAKING AND UNDERWRITING
SA Madiba Investments Proprietary Limited, Holistics Remedies
Proprietary Limited and Brits Engineering Proprietary Limited
have agreed to underwrite the allotment and issue of a maximum of
500 000 000 ordinary shares of the rights offer at 2 cents per
share.
In terms of the underwriting agreement, no underwriting
consideration will be paid to the underwriters as the subscription
price is at a 57% discount to the weighted average price for the
30-day period ended 31 October 2017.
The underwriting agreement will become irrevocable not later than
16:30 on the day prior to Wednesday, 31 January 2018.
The underwriters were in a position at the date of signing the
underwriting agreement, to meet their commitments in terms of the
underwriting agreement in conjunction with any other underwriting
or similar agreements running concurrently with the underwriting
agreement. It is recorded that Imbalie received R10 000 000 from
the underwriters on the following dates:
R3 000 000 - Holistics Remedies Proprietary Limited on
24 November 2016
R3 500 000 - Holistics Remedies Proprietary Limited on
29 August 2017
R1 500 000 - SA Madiba Investments Proprietary Limited on
2 October 2017
R2 000 000 - Brits Engineering Industries Proprietary Limited on
10 October 2017.
5. SALIENT DATES AND TIMES
The definitions and interpretations commencing on page 3 of the
circular apply mutatis mutandis to this section.
2018
Rights offer Declaration Data announcement Monday,
released on SENS 29 January
Rights offer Finalisation announcement Wednesday,
released on SENS 31 January
Last day to trade in Imbalie shares in order Tuesday,
to settle by the record date and to qualify 6 February
to participate in the rights offer (cum
entitlement) on
Rights offer circular and, where applicable, Tuesday, 6
a form of instruction posted to certificated February
shareholders
Listing and trading of letters of allocation Wednesday,
on the JSE at commencement of trading at 7 February
9:00 on
Code: ILEN
ISIN:ZAE000252946
Shares commence trading ex-rights on the JSE Wednesday,
at commencement of trading at 9:00 on 7 February
Record date for participation in the rights Friday,
offer at the close of business on 9 February
Rights offer opens at commencement of Monday,
trading on 12 February
Dematerialised shareholders will have their Monday,
accounts at their CSDP or broker 12 February
automatically credited with letters of
allocation at 9:00
Certificated shareholders on the register Monday,
will have their letter of allocation 12 February
credited to an electronic account held with
the transfer secretaries at 9:00 on
Circular, where applicable, posted to Tuesday,
Qualifying Dematerialised Shareholders 13 February
Last day to trade in letters of allocation Tuesday,
on the JSE on 20 February
In respect of Qualifying Certificated Tuesday,
Shareholders wishing to sell all or some of 20 February
their Letters of Allocation, Forms of
Instruction to be lodged with the Transfer
Secretaries by 12:00 on
Listing and trading of rights offer shares Wednesday,
commences at commencement of trading at 9:00 21 February
on
Rights offer closes at 12:00 – In respect of Friday,
Qualifying Certificated Shareholders (or 23 February
their renounces) wishing to exercise all or
some of their rights, payment to be made and
Forms of Instruction to be lodged with the
Transfer Secretaries by 12:00 on payments to
be made and forms of instruction in respect
of letters of allocation lodged by
certificated shareholders by 12:00 in
respect of qualifying certificated
shareholders (or their renounces) wishing to
exercise all or some of their Rights,
payment and Forms of Instruction to be
lodged with the Transfer Secretaries by
12:00 on (see note 5)
Record date for letters of allocation on Friday,
23 February
Rights Issue shares issued on Monday,
26 February
In respect of Qualifying Dematerialised Monday,
Shareholders (or their renounces), CSDP or 26 February
Broker accounts debited with the Rights
Issue Price and updated with the Rights
Issue shares at 09:00 on
In respect of Qualifying Certificated Monday,
Shareholders (or their renounces), Share 26 February
certificates in respect of Rights issue
shares posted on
Results of rights offer released on SENS Monday,
26 February
29 January 2018
Woodmead
Designated Advisor
Exchange Sponsors
Date: 29/01/2018 05:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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