To view the PDF file, sign up for a MySharenet subscription.

VISUAL INTERNATIONAL HOLDINGS LIMITED - General issue of shares for cash in settlement of defrayment amount and amendment to 1st drawdown issue price

Release Date: 06/04/2018 13:00
Code(s): VIS     PDF:  
Wrap Text
General issue of shares for cash in settlement of defrayment amount and amendment to 1st drawdown issue price

VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“Visual” or “the Company”)
ISIN Code: ZAE000187407 Share code: VIS

GENERAL ISSUE OF SHARES FOR CASH IN SETTLEMENT OF DEFRAYMENT AMOUNT AND
AMENDMENT TO FIRST DRAWDOWN ISSUE PRICE


Shareholders are reminded that the Company entered into a funding agreement with Milost
Global Incorporated (“Milost”), as announced on SENS on 15 September 2017 (“Funding
Agreement”).

Following receipt of the funding from the first equity drawn down, as announced on
17 November 2017, 9 090 909 shares were issued (“Original Share Issue”) to Milost at an issue
price of 16.5 cents (“First Drawdown Issue Price”), which represented a premium of 50% to the
30-day VWAP of 11 cents per at the time. The Funding Agreement provides for a mechanism
for the payment of a defrayment amount by Visual to Milost if the 5-day volume-weighted
average price (“VWAP”) of Visual’s shares during the last 5 (five) trading days of a 90 (ninety)
business day period following the receipt of the drawdown funds is not at, or above, the issue
price of the shares issued in terms of the drawdown notice.

The aforementioned defrayment amount is to be settled through the issue of additional Visual
shares (“Defrayment Shares”), which effectively requires an adjustment to the First Drawdown
Issue Price. The issue price for the Defrayment Shares, together with the Original Share Issue, is
limited to a floor price, being the pricing under the Company’s general authority to issue shares
for cash, as approved by shareholders at the annual general meeting on 24 January 2018
(“General Authority”).

Accordingly, shareholders are advised that:

- in accordance with the General Authority, the Company has issued to Milost an additional
  6 060 606 ordinary shares of no par value, which will result in the issue of a total of 15 151 515
  shares at an issue price of 9.9 cents per share, being a 10% discount to the 30 -day VWAP of
  11 cents per share as at 3 November 2017, being the date of the first drawdown issued in
  accordance with the Funding Agreement. These shares shall rank pari passu with the issued
  ordinary shares of the Company; and

- the issue price of the 9 090 909 shares previously issued in terms of the first drawdown has
  been amended from 16.5 cents per share to 9.9 cents per share, following the
  implementation of the mechanism which provides for payment by Visual of a defrayment
  amount, as discussed above and as contemplated in the Funding Agreement.

Cape Town
6 April 2018

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

Date: 06/04/2018 01:00:00 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.

Share This Story