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Declaration announcement in respect of the SOH non-renouceable rights offer & withdrawal of cautionary announcement
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
DECLARATION ANNOUNCEMENT IN RESPECT OF THE SOH NON-RENOUNCEABLE RIGHTS
OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the terms announcement issued on 9 March 2018 and
are advised that the Board 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. The Company entered into an underwriting
agreement with Macrovest 147 Proprietary Limited (“Macrovest”), in terms of which
Macrovest has prefunded and underwritten 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.
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
2018
Declaration announcement released on SENS on
Tuesday, 10 April
Finalisation announcement released on SENS on
Thursday, 12 April
Circular together with the Form of Instruction published on the
South Ocean website Friday, 13 April
Last day to trade in South Ocean Holdings ordinary shares in order
to qualify to participate in the Rights Offer (cum Rights) on Tuesday, 17 April
Listing of Letters of Allocation on the JSE under the JSE code SOHN
and ISIN ZAE000257143 and immediate suspension thereof from the
commencement of trading at 9:00 on Wednesday, 18 April
South Ocean Holdings shares commence trading ex- Rights on the
JSE at the commencement of trading on Wednesday, 18 April
Rights Offer circular and Form of Instruction posted to certificated
shareholders on Thursday, 19 April
Record date for participation in the Rights Offer at the close of trade
on Friday, 20 April
Non-Renounceable Rights Offer opens at the commencement of
trading at 09:00 on Monday, 23 April
Last day to trade* in respect of take-up (*no trading is permitted in
LA, processing purposes only) Tuesday, 24 April
Record date for take-up, Rights offer closes – payment to be made
by certificated shareholders by 12:00 (see note 1) Thursday, 26 April
Dematerialised shareholders’ accounts updated with Rights Offer
Shares to the extent accepted and debited with the relevant costs
by their CSDP or broker and new SOH share certificates posted to
certificated shareholders (see note 1)on Monday, 30 April
Listing of shares at commencement of business on Monday, 30 April
Results of Rights Offer announcement released on SENS on or about Monday, 30 April
Notes:
1. All dates and times in this Circular 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 re-materialised between Wednesday,
18 April 2018 and Friday, 20 April 2018, both days inclusive.
3. Dematerialised 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 Shareholder’s risk, to
Certificated Shareholders to the extent to which they have accepted the Rights Offer.
4. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-
payment method.
By order of the Board
Johannesburg
10 April 2018
Transaction Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 10/04/2018 03:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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