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Finalisation announcement in respect of the Imbalie beauty 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")
FINALISATION ANNOUNCEMENT IN RESPECT OF THE IMBALIE BEAUTY PARTIALLY
UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on
29 January 2018 wherein shareholders were advised that Imbalie
Beauty intends to raise R15 million by way of a partially
underwritten renounceable rights offer in terms of which Imbalie
Beauty will offer 750 000 000 new ordinary no par value authorised
but unissued shares at a subscription price of 2 cents per rights
share in the ratio of 118,28921 rights shares for every 100 Imbalie
Beauty shares held by shareholders at the close of business on the
record date for the rights offer, being Friday, 9 February 2018.
2. RIGHTS OFFER CIRCULAR
Shareholders are advised that Imbalie Beauty has received formal
approval of the rights offer circular from the Issuer Regulation
Division of the JSE Limited and accordingly, the rights offer can
now be implemented in accordance with the salient dates and times
as set out in the rights offer circular and the declaration
announcement. The rights offer circular and accompanying form of
instruction for use by certificated shareholders only, containing
full particulars of the rights offer, will be posted on Tuesday,
6 February 2018 to certificated shareholders recorded in the share
register on Tuesday, 6 February 2018. Certificated shareholders
must complete the form of instruction and lodge it with the
transfer secretaries indicating how they wish to participate in
the rights offer. The rights offer circular, containing full
particulars of the rights offer, will be distributed on Tuesday,
13 February 2018 to dematerialised shareholders (who have elected
to receive such documents) recorded in the share register on
Friday, 9 February 2018. Dematerialised shareholders will not
receive a “printed” form of instruction but will have their
accounts updated with their rights offer entitlement by their
Central Securities Depository Participant ("CSDP") or broker.
Holders of dematerialised shares are required to notify their CSDP
or broker of the action they wish to take in respect of the Rights
Offer in the manner and by the time stipulated in the agreement
governing the relationship between the dematerialised shareholder
and his/her CSDP or broker. The rights offer circular will be
published on the Company’s website, www.imbaliebeauty.co.za, on
Tuesday, 6 February 2018.
3. FOREIGN JURISDICTIONS
The distribution of the circular and accompanying documents and
the granting of the right to subscribe for rights shares in certain
jurisdictions other than South Africa may be restricted by law
and a failure to comply with any of those restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Any shareholder resident outside the common monetary area who
receives the 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 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 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 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 circular does not constitute an
offer in the District of Columbia, 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 Imbalie Beauty
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 as a result of the
aforementioned restrictions, the allocated rights in respect of
such non-qualifying shareholders shall revert to Imbalie Beauty
who shall be entitled to sell or place same or failing which such
rights will lapse.
2 February 2018
Woodmead
Designated Advisor
Exchange Sponsors
Date: 02/02/2018 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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