SOUTH OCEAN HOLDINGS LIMITED - Terms of Rights Offer Announcement in Respect of the Non-Renounceable Rights Offer and Withdrawal of Cautionary Ann

Terms of Rights Offer Announcement in Respect of the Non-Renounceable Rights Offer and Withdrawal of Cautionary Ann

SOUTH OCEAN HOLDINGS LIMITED
(“SOH” of the “Company”)
(Incorporated in the Republic of South Africa)
(Registration number: 2007/002381/06)
Share Code: SOH
ISIN: ZAE0000092748

TERMS OF RIGHTS OFFER ANNOUNCEMENT IN RESPECT OF THE SOUTH OCEAN
HOLDINGS LIMITED NON-RENOUNCEABLE RIGHTS OFFER AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT


Shareholders are referred to the announcement published on 25 January 2017
wherein it was announced that the Company had decided to raise R20 million by
way of a claw back offer to support the working capital requirements of the
business.

Further to this announcement, shareholders are advised that the Company decided
to renegotiate the agreement and resolved to pursue the implementation of a non-
renounceable, underwritten rights offer of 46 898 000 ordinary shares (“Rights Offer
Shares”) at a price of R0.42 per share, in the ratio of 29.99000 Rights Offer Shares for
every 100 ordinary shares. The Company intends to raise R19 697 160 from existing
shareholders (the “Rights Offer”).

The aforementioned Rights Offer Share price represents a premium of approximately
92.73% to the prevailing 30-day volume weighted average price of the ordinary
shares as at Wednesday, 7 March 2018.

The allocation of Rights Offer Shares will be that SOH shareholders will not be
allocated a fraction of a Rights Offer Share and as such any entitlement to a
fraction of a Right which:

   -      is less than one-half of a Rights Offer Share, will be rounded down to the
          nearest whole number; or
   -      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.

The Rights Offer Shares shall rank pari passu with the existing issued ordinary shares of
SOH.

Rationale for the Rights Offer
The purpose of the Rights Offer is to allow SOH to raise equity capital from its
shareholders to improve the working capital requirements of the business following
the gradual reduction of the Company’s banking facilities as a result of ongoing
operational losses.
Non-renounceable rights and Excess share applications
Shareholders will not be able to sell or renounce their rights nor will they be able to
apply for any excess Rights Offer Shares not taken up by SOH shareholders in
accordance with their right to subscribe for the Rights Offer shares.

Underwriting & Underwriting Agreement

The Rights Offer will be fully underwritten with the terms of the underwriting
agreement having been agreed to but not yet signed. The Company will be
entering into an underwriting agreement with Macrovest, in terms of which
Macrovest will prefund and underwrite the subscription of the Rights Offer Shares.

To the extent that the existing SOH shareholders do not subscribe for the Rights Offer
Shares, such unsubscribed Rights Offer Shares will be made available to the
underwriter Macrovest 147 Proprietary Limited (“Macrovest”), a 100% BEE owned
and managed company, which should also lead to additional business
opportunities for the Company

Foreign jurisdictions
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 in any territory other than where it is lawful to make such an offer.

Salient dates
Salient dates will be announced in due course. The Rights Offer circular containing
full particulars of the Rights Offer will be distributed to Shareholders in due course.

Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement released on 25 January
2018 advising shareholders of the proposed claw-back offer. Accordingly, the
cautionary is withdrawn and caution is no longer required to be exercised when
dealing in the Company’s securities

By order of the Board
Johannesburg
08 March 2018


Transaction Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 09/03/2018 07:05:00 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.