Wrap Text
Results of Rights Offer
City Lodge Hotels Limited
(Incorporated in the Republic of South Africa)
(Reg. No. 1986/002864/06)
Share Code: CLH ISIN Code: ZAE000117792
(“City Lodge” or the “Company” or the “Group”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN
OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
RESULTS OF THE RIGHTS OFFER
1. Introduction
City Lodge shareholders are referred to the finalisation announcement released on the Stock Exchange News
Service (“SENS”) on Thursday, 30 July 2020 relating to a fully underwritten renounceable rights offer to qualifying
City Lodge shareholders to raise, in aggregate, gross proceeds of R1.2 billion (the “Rights Offer”).
The Rights Offer consisted of an issue of 566,460,609 renounceable rights to subscribe for new City Lodge
ordinary shares (“Rights Offer Shares”) in the ratio of 13 Rights Offer Shares for every 1 City Lodge ordinary
share held on the record date of the Rights Offer, at a subscription price of R2.12 per Rights Offer Share and was
fully underwritten by The Standard Bank of South Africa Limited (“the Underwriter”), subject to customary terms
and conditions.
Capitalised terms used in this announcement bear the same meaning as the capitalised and defined terms
used in the Rights Offer Circular.
2. Results of the Rights Offer
The Rights Offer closed at 12:00 (South African Standard Time) on Friday, 21 August 2020. The results of the
Rights Offer are set out below:
Number of Rights Offer Percentage of
Shares Rights Offer (%)
Rights Offer Shares available for subscription 566,460,609 100
Subscription of Rights Offer Shares 551,419,156 97.3
Applications for excess Rights Offer Shares 291,615,438 51.5
Excess Rights Offer Shares allocated 15,041,453 2.7
As the Rights Offer was fully subscribed after taking into account excess applications received, the Underwriter
was not required to subscribe for any Rights Offer Shares in terms of its underwriting commitment.
City Lodge CEO Andrew Widegger commenting on the results of the Rights Offer “We are delighted that
shareholders have shown such strong support for our capital raise, resulting in a well-subscribed
transaction. The capital raised will bring much needed stability to our financial standing and allow
management to focus fully on operational matters as we continue to navigate these highly uncertain
times.”
3. Issue of Rights Offer Shares
Share certificates are to be posted to holders of certificated City Lodge ordinary shares or their renouncees or
purchasers of their letters of allocation, who have followed their Rights, on Monday, 24 August 2020.
The CSDP or broker accounts of holders of dematerialised City Lodge ordinary shares or their renouncees or
purchasers of their letters of allocation, who have followed their rights, will be credited with the Rights Offer
Shares and debited with the payments due on Monday, 24 August 2020.
4. Excess applications
City Lodge received applications for 291,615,438 excess Rights Offer Shares of which 15,041,453 excess Rights
Offer Shares were allocated. Excess Rights Offer Shares were allocated on a pro rata basis to Qualifying
Shareholders who applied for excess Rights Offer Shares by taking into account the number of shares held by the
Qualifying Shareholder as at the Record Date and the number of excess applications applied for by such
Qualifying Shareholder.
Share certificates will be posted to holders of certificated City Lodge ordinary shares, who have been allocated
excess Rights Offer Shares on or about Wednesday, 26 August 2020.
The CSDP or broker account of holders of dematerialised City Lodge ordinary shares who have been allocated
excess Rights Offer Shares will be credited with the Rights Offer Shares and debited with the payments due on or
about Wednesday, 26 August 2020.
Refund payments in respect of unsuccessful applications for excess Rights Offer Shares will be made to the
relevant applicants on or about Wednesday, 26 August 2020.
Johannesburg
24 August 2020
Financial Advisor, Underwriter, Bookrunner Legal Adviser to City Lodge
and JSE Transaction Sponsor to City Lodge as to South African law
The Standard Bank of South Africa Limited Edward Nathan Sonnenbergs Inc.
Legal Adviser to Standard Bank Legal Adviser to City Lodge
as to South African law as to US and English law
Allen & Overy (South Africa) LLP Shearman & Sterling (London) LLP
Legal Adviser to Standard Bank Transfer Secretaries of City Lodge
as to US and English law
Computershare Investor Services Proprietary Limited
Allen & Overy LLP
Independent Reporting Accountants and Independent Corporate Adviser to the Independent
Auditors Board of City Lodge
KPMG Inc. Questco Proprietary Limited
IMPORTANT NOTICE
The Rights Offer is being made in accordance with the South African Companies Act No. 71 of 2008, as amended (the
“Companies Act”) and is only addressed to persons to whom it may lawfully be made. By subscribing for any Rights Offer Shares
or purchasing any Letters of Allocation, you will be deemed to have represented and agreed that: (i) you are not (and any person
for whom you are acting is not) a Restricted Shareholder or otherwise (a) a resident in any jurisdiction in which such offer would be
unlawful or (b) a person to whom the Rights Offer may not lawfully be made; and (ii) you have received all necessary information
required to make an informed investment decision.
This Announcement is not an offer of new City Lodge Ordinary Shares, or an invitation to exercise any of the Rights pursuant to the
Letters of Allocation, in any jurisdiction in which such offer would be unlawful. In a number of countries, in particular in the United
States and the Restricted Territories, the distribution of this Announcement, the exercise of Rights pursuant to the Letters of
Allocation, the offer of the Rights Offer Shares, as well as the sale of the Rights Offer Shares, are subject to restrictions imposed by
law (such as registration, admission or other regulations). No action has been or will be taken by City Lodge or by the Underwriter
to permit the possession or distribution of this Announcement (or any Letter of Allocation) in any jurisdiction where such distribution
may otherwise lead to a breach of any law or regulatory requirement. The Rights Offer Shares have not been and will not be
registered under the US Securities Act, or under any securities laws of any state or other jurisdiction of the United States.
Date: 24-08-2020 10:19:00
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.
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