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Distribution Of Rights Offer Circular, Correction Of Typographical Error And Cancellation Of Set-Off Arrangement
African Rainbow Capital Investments Limited
(Incorporated in the Republic of Mauritius)
(Company number: C148430)
JSE and A2X code: AIL ISIN: MU0553S00000
(“ARC Investments” or “the Company”)
DISTRIBUTION OF RIGHTS OFFER CIRCULAR, CORRECTION OF TYPOGRAPHICAL ERROR
AND CANCELLATION OF SET-OFF ARRANGEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY OTHER TERRITORY WHERE THE EXTENSION OR MAKING OF
THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF CERTAIN LAWS OR REGULATIONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY
OTHER JURISDICATION.
Capitalised words and terms contained in this announcement shall bear the same meanings ascribed
thereto in the declaration data announcement released on SENS and A2X News Service on Tuesday,
15 September 2020 (“Declaration Announcement”) and the finalisation announcement released on
SENS and A2X News Service on Thursday, 17 September 2020 (“Finalisation Announcement”).
ARC Investments shareholders are referred to the Company's Declaration Announcement and the
Finalisation Announcement wherein shareholders were advised of ARC Investments’ intention to raise
ZAR750 million, less expenses of the Rights Offer of approximately ZAR3.5 million, through a fully
committed and underwritten pro rata non-renounceable Rights Offer of 272 727 273 ARC Investments
ordinary shares ("Rights Offer Shares") at a price of ZAR2.75 per Rights Offer Share ("Rights Offer
Price"), in the ratio of 26.09711 Rights Offer Shares for every 100 existing ARC Investments ordinary
shares held on the record date for the Rights Offer, being Friday, 25 September 2020.
Shareholders are advised that the Rights Offer circular has been made available on the Company’s
website at www.arci.mu, and has also been distributed to qualifying certificated shareholders today,
25 September 2020. Where applicable, the circular will be distributed to qualifying dematerialised
shareholders on Monday, 28 September 2020. The salient dates and times of the Rights Offer remain
unchanged from those published in the Declaration Announcement.
Further, Shareholders are referred to paragraph 3.7 of the circular, where the Company had set out the
manner of settling the outstanding fund management fee pursuant to the implementation of the Rights
Offer (“Set-off Arrangement”). Subsequent to the approval of the circular, the board of directors of ARC
Investments has decided to cancel the Set-off Arrangement. The ARC Fund will therefore settle the
fund management fee from internal cash resources. The purpose of the Rights Offer will therefore solely
be to raise additional capital for ARC Investments to invest in the ARC Fund for use in its existing
portfolio companies and for future acquisition opportunities, and none of the Rights Offer proceeds will
be utilised for purposes of settling any fund management fees. The Financial Surveillance Department
of the South African Reserve Bank, which provided its approval for the Set-off Arrangement, has been
notified of the change.
Shareholders should please note that a typographical error in paragraph 3.7.1 of the Rights Offer
circular incorrectly states that in terms of the partnership agreement of the ARC Fund, the outstanding
fund management fee, if not paid on due date, accrues interest at the prime rate plus 5%. The correct
percentage is the prime rate plus 2%, and there has thus been no change in this respect since the
Company's pre-listing statement was issued on 28 August 2017. As stated in paragraph 3.7.4 of the
Rights Offer circular, all accrued interest on the outstanding fund management fee will be waived. The
error therefore has no impact on the Rights Offer.
Ebène, Mauritius (with simultaneous circulation in Johannesburg)
25 September 2020
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Corporate Advisor: Deloitte Capital (Pty) Limited
Legal adviser as to South African law: Webber Wentzel
Legal adviser as to Mauritian law: BLC Robert & Associates
Important Notice
The information contained herein is not for release, publication or distribution, directly or indirectly, in or
into the United States, its territories or possessions, Canada, Australia, Japan, Hong Kong or any other
jurisdiction in which the distribution or release would be unlawful. These materials are not and do not
contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities
in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or any other state
or jurisdiction in which such release, publication or distribution would be unlawful. The securities to
which these materials relate (the “Securities”) have not been, and will not be, registered under the U.S.
Securities Act of 1933 (the “Securities Act”), and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the United States unless registered
under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration
under the Securities Act. There will be no public offer of the Securities in the United States. Subject to
certain exceptions, the Securities may not be offered or sold in Australia, Canada, Japan, Hong Kong
or any other jurisdiction in which it would be unlawful to do so or to, or for the account or benefit of, any
national, resident or citizen of such countries.
This announcement is only being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as “Relevant Persons”). The ARC
Investments Rights Offer shares are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such ARC Investments Rights Offer shares will be engaged
in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
announcement or any of its contents.
In any member state of the European Economic Area (other than the United Kingdom) that has
implemented Regulation (EU) 2017/1129 (the “Prospectus Regulation”), this announcement is only
addressed to and is only directed at qualified investors in that member state within the meaning of the
Prospectus Regulation.
Date: 25-09-2020 02:00:00
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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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