RENERGEN LIMITED - Declaration Announcement in Respect of a Proposed Fully Underwritten Rights Offer to Renergen Shareholders

Release Date: 06/11/2018 09:48
Code(s): REN
 
Wrap Text
Declaration Announcement in Respect of a Proposed Fully Underwritten Rights Offer to Renergen Shareholders

RENERGEN LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2014/195093/06)
Share code: REN
ISIN: ZAE000202610
(“Renergen” or “the Company”)

DECLARATION ANNOUNCEMENT IN RESPECT OF A PROPOSED FULLY UNDERWRITTEN
RIGHTS OFFER TO RENERGEN SHAREHOLDERS

1. INTRODUCTION

Shareholders are hereby advised that the Renergen board has resolved to undertake a fully
underwritten renounceable rights offer to Renergen shareholders (“Rights Offer”).

TERMS OF THE RIGHTS OFFER

In terms of the Rights Offer, the Company will offer 16 666 667 ordinary shares to Renergen
shareholders at a subscription price equal to R7.50 per share (“Rights Shares”), to raise an
amount of R125 million, before expenses, in the ratio of 19.96747 Rights Shares for every 100
ordinary shares held (“Entitlement”) on the record date of the Rights Offer, being Friday, 16
November 2018.

The implementation of the Rights Offer is conditional upon the approval thereof by the JSE Limited
(“the JSE”).

The Rights Shares will, upon allotment and issue, rank pari passu with all other existing Renergen
shares.

2. SALIENT DATES AND TIMES

The salient dates and times of the Rights Offer are as follows, which dates are subject to approval
by the JSE:

                                                                      2018

                                                                      Tuesday, 6 November
Declaration announcement released on SENS
                                                                      Thursday, 8 November
Finalisation announcement released on SENS

Publication of the Rights Offer Circular on the website of            Monday, 12 November
Renergen

Last day to trade in Ordinary Shares in order to participate in       Tuesday, 13 November
the Rights Offer (cum entitlement)

Listing of and trading in the Letters of Allocation under the
JSE Code RENN and ISIN ZAE000264503 on the JSE                        Wednesday, 14 November
commences at 09:00 on

Ordinary Shares commence trading ex-Rights on the JSE at              Wednesday, 14 November
09:00 on

Rights Offer Circular and Form of Instruction distributed to          Thursday, 15 November
Certificated Shareholders

Record Date for determination of Shareholders entitled to             Friday, 16 November
participate in the Rights Offer (Initial Record Date)                 

                                                                      Monday, 19 November
Rights Offer opens at 09:00 on

Certificated Shareholders will have their Letters of Allocation
credited to an electronic account held at the Transfer                Monday, 19 November
Secretaries at 9:00

Dematerialised Shareholders will have their accounts at               Monday, 19 November
their CSDP or Broker credited with their entitlement at 9:00

Circular, where applicable, distributed to Qualifying                Tuesday, 20 November
Dematerialised Shareholders
                                                                    
                                                                     Tuesday, 27 November
Last day for trading Letters of Allocation on the JSE

Form of Instruction lodged by Certificated Shareholders
wishing to sell all or part of their entitlement at the Transfer     Tuesday, 27 November 
Secretaries by 12:00

Listing of Rights Offer Shares and trading therein on the            Wednesday, 28 November
JSE commences

Rights Offer closes at 12:00. Payment to be made and Form
of Instruction lodged by Certificated Shareholders wishing to
renounce or subscribe for all or part of the entitlement at the      Friday, 30 November
Transfer Secretaries* on
                                                                       
                                                                     Friday, 30 November
Record Date for the Letters of Allocation (Final Record Date)

Rights Offer Shares issued and posted to Shareholders in             Monday, 3 December
certificated form (where applicable) on or about

CSDP or Broker accounts in respect of Dematerialised
Shareholders will be updated with Rights Offer shares and            Monday, 3 December
debited with any payments due on

In respect of Qualifying Certificated shareholders (or their
renounces), Share certificates in respect of Rights Offer            Monday, 3 December
Shares posted on or about
                                                                     
                                                                     Monday, 3 December
Results of Rights Offer announced on SENS


* CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment
method.

Notes:
1. Unless otherwise indicated, all times are South African times.

2. Shareholders may not dematerialise or rematerialise their Ordinary Shares between Wednesday,
   14 November 2018 and Friday, 16 November 2018, both dates inclusive.

3. Any amendments to the above dates and times will be announced on SENS.


3. RIGHTS OFFER CIRCULAR

A circular containing full details of the Rights Offer and incorporating a form of instruction in
respect of a letter of allocation reflecting the Entitlement of Renergen shareholders to the Rights
Shares (“Letter of Allocation”), will be posted to shareholders in due course (“Circular”).

The Letters of Allocation are negotiable and will be listed on the JSE under the share code RENN
and ISIN ZAE000264503. The Rights Shares cannot be traded before such shares are listed on
the JSE.

Shareholders are referred to the Circular for the procedures for acceptance, sale or renunciation
of their Entitlement to the Rights Shares.

Renergen and the transfer secretaries accept no responsibility and will not be held liable for any
allocation of Entitlements pursuant to payment being made or alleged to have been made and
where proof of such payment has not been received or purported proof of such payment being
insufficient or defective for Renergen together with the Transfer Secretaries, for any reason, not
being able to reconcile a payment or purported payment with a particular application for Rights
Offer Shares.

4. JURISDICTION

All transactions arising from the provisions of this Circular and the Form of Instruction shall be
governed by and be subject to the laws of South Africa. The Rights Offer may be affected by the
laws of the relevant jurisdictions of foreign Shareholders. Such foreign Shareholders should
inform themselves about and observe any applicable legal requirements of such jurisdictions in
relation to all aspects of this Circular that may affect them, including the Rights Offer. It is the
responsibility of any foreign Shareholder to satisfy himself/herself as to the full observation of
the laws and regulatory requirements of the relevant jurisdiction in connection with the Rights
Offer, including the obtaining of any governmental, exchange control or other consent or the
making of any filings which may be required, the compliance with other necessary formalities,
the payment of any issue, transfer or other taxes or requisite payments due in such jurisdiction.
The Rights Offer is further subject to any other applicable laws and regulations, including the
Exchange Control Regulations. Any foreign Shareholder who is in doubt as to his/her position,
including, without limitation, his/her tax status, should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.

5. FRACTIONAL ENTITLEMENT

The whole number of Rights to subscribe for Rights Offer Shares to which Qualifying
Shareholders will become entitled will be determined by the Ratio of Entitlement. Only whole
numbers of Ordinary Shares will be issued and Shareholders will be entitled to subscribe for
rounded numbers of Ordinary Shares once the Ratio of Entitlement has been applied. Fractional
entitlements of 0.5 or greater will be rounded up and less than 0.5 will be rounded down.

Johannesburg
6 November 2018

Corporate and Designated Adviser
PSG Capital

Date: 06/11/2018 09:48:00 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.

Email this JSE Sens Item to a Friend.

Share This Story