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Partially uderwritten non-renounceable Rights Offer declaration and finalisation data announcement
JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/003293/06)
Share code: JSC ISIN: ZAE000003794
(“Jasco” or “the Company”)
PARTIALLY UNDERWITTEN NON-RENOUNCEABLE RIGHTS OFFER DECLARATION AND
FINALISATION DATA ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 7
October 2021, in which shareholders were advised that Jasco will be
approaching them as part of a capital raise exercise in the form of a
rights offer. A circular providing shareholders with relevant
information regarding the Proposed Rights offer and the Waiver of
Mandatory offer (“TRP Waiver Circular”)was distributed to
shareholders on Thursday, 7 October 2021.
The results of the general meeting, held on Friday, 5 November 2021,
at which the resolutions contained in the notice of general meeting
was approved by the requisite majority Shareholders, as was announced
on SENS on Friday, 5 November 2021. Subsequent to the general meeting
of shareholders, the TRP was approached and have approved the Waiver
of Mandatory Offer in terms of Takeover Regulation 86, which was
announced on SENS on Monday, 8 November 2021.
2. TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 157 142 857 new Jasco Shares of no par
value in the authorised but unissued share capital of the Company,
will be offered for subscription to Jasco shareholders recorded in
the register at the close of trade on Friday, 28 January 2022, who
will receive Rights to subscribe for Rights Offer shares on the basis
of 68.52582 Rights Offer shares for every 100 Jasco shares held, for
subscription at 35 cents per Rights Offer share, which equates to a
4% discount to the 30-day VWAP on 13 September 2021, of 37 cents per
share. Only whole numbers of shares will be issued and Jasco
shareholders will be entitled to a rounded number shares. Excess
applications will be allowed.
Financial Closed Period
Shareholders are advised that Jasco is currently in a financial
closed period which commenced on 1 January 2022. The closed period
will end once the interim results for the six months ended 31
December 2021 has been published. Jasco is in the process of
compiling the interim financial results for the six months ended 31
December 2021 and will publish a trading statement on SENS, during
the week of 31 January 2022, prior to the closing of the Rights Offer
on Friday, 4 February 2022, in order to provide shareholders with the
required guidance.
3. RATIONALE FOR THE RIGHTS OFFER
The rationale for the Company undertaking the Rights Offer, is to
raise additional capital in order to stabilise the Group’s balance
sheet and to proactively reduce the gearing levels which, due to the
uncertainty created by the COVID-19 pandemic, is considered prudent.
The net expected proceeds of the Rights Offer, being a maximum of R55
million, will be applied to the settlement of the Jasco Corporate
Bond of R20 million, the further reduction of the Working Capital
Facility of a minimum of R10 million and the remainder of maximum R25
million will be reserved for ongoing general working capital
requirements including but not limited to inventory investments in
Communication Solutions and Electrical Manufacturers, project
rollouts and related trade creditors in Security & Fire Safety and
other operational costs (for example debt restructuring costs,
corporate action costs and related professional services and
consulting fees).
4. IRREVOCABLE LETTERS OF UNDERTAKINGS AND UNDERWRITING AGREEMENT
In terms of the Irrevocable Undertakings, Jasco has received
commitments from certain of its shareholders, Community Investment
Holdings (Pty) Ltd (“CIH”) and Harvibase Investments (Pty) Ltd
(“Harvibase”) to follow the entities respective rights in terms of
the Rights Offer and to subscribe for a total of 25 746 085 Rights
Offer shares, which equates to R9 011 130. In terms of the
Underwriting Agreement, CIH has further agreed to underwrite a
maximum of 108 321 347 Rights Offer shares, amounting to R37 912 471.
This brings the total amount for which Jasco has received commitments
in terms of the Rights Offer to R46 923 601.
The total investment committed by CIH to the Rights Offer amounts to
R45 000 000, of which R20 000 000 will be set off against the
outstanding balance of the Jasco Corporate Bond, held by CIH for
practical reasons. The remaining R25 000 000, will be in the form of
a cash subscription.
Parmtro Investments no 76 Proprietary Limited an associated entity of
CIH and Dr ATM Mokgokong, on 31 December 2021, provided a verbal
commitment that it will follow its rights in terms of the Rights
Offer and subscribe for 106 432 Rights Offer Shares, which equates to
R37 251. It has further committed to apply for a maximum of 179 282
excess Rights Offer Shares which equates to R62 749. The maximum
amount of the commitment equates to R100 000. The commitment is
disclosed separately as it does not form part of the Irrevocable
Undertaking or the Underwriting Agreement.
No commitment fees or underwriting fee will be payable. CIH is an
existing shareholder of Jasco and will be committing to the partial
underwriting of the Rights Offer to secure the success thereof. Given
that CIH is not providing a separate service by underwriting the
Rights Offer, it was agreed that no underwriting fee would be
applicable.
5. ENTITLEMENT
Shareholders will have the right to subscribe for 68.52582 Rights
Offer Shares for every 100 Jasco Shares held on the Record Date for
the Rights Offer.
The allocation of Rights Offer Shares will be such that shareholders
will not be allocated a fraction of a Rights Offer Share and as such,
any Rights Offer Entitlement to receive a fraction of a Rights Offer
Share,
- is less than one-half of a Rights Offer Share, will be rounded down
to the nearest whole number; and
- 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 Entitlement of a certificated shareholder as
reflected in the appropriate block in the Form of Instruction which
accompanies and forms part of this Rights Offer Circular, is dependent
on their deemed existing holdings at the close of business on Friday,
28 January 2022.
Shareholders are referred to the table of entitlement set out in
Annexure 1 to the Rights Offer Circular for their entitlement to the
Rights Offer Shares.
Certificated shareholders will have their Rights Offer Entitlement
credited to an account in electronic format held at the Company’s
Transfer Secretaries, which will be administered by the Company’s
Transfer Secretaries on their behalf. The Enclosed Form of Instruction
reflects the Rights Offer Shares for which the Certificated
Shareholder is entitled to subscribe. The procedures that these
Shareholders should follow for the acceptance, of their Rights Offer
Entitlement are reflected in the Form of Instruction.
Dematerialised shareholders will have their Rights Offer Entitlement
credited to their account by their CSDP or Broker, in electronic form.
The CSDP or Broker will advise Dematerialised shareholders of the
procedure they need to follow for the acceptance of their Rights Offer
Entitlement in accordance with their custody agreements.
6. EXCESS APPLICATIONS
Jasco shareholders will be permitted to apply for new Jasco shares in
excess of their entitlement. Should there be excess Rights Offer
shares available for allocation, these will be allocated to
applicants in a manner viewed as equitable in terms of the Listings
Requirements of the JSE.
The pool of non-committed Rights Offer Shares to meet excess
applications will be dealt with as set out below:
6.1 if all the non-committed Rights Offer Shares are taken up in
the Rights Offer, then no additional non-committed Rights
Offer Shares will be made available for allocation to
applicants;
6.2 if the non-committed Rights Offer Shares taken up in the
Rights Offer and the excess applications for the non-committed
Rights Offer Shares together, are less than or equal to 100%
of the number of non-committed Rights Offer Shares available,
the Board will allocate any or all excess applications in
full; or
6.3 if the non-committed Rights Offer Shares taken up in the
Rights Offer and the excess applications for the non-committed
Rights Offer Shares together, exceed 100% of the number of
non-committed Rights Offer Shares available, the pool of the
excess non-committed Rights Offer Shares will be allocated
equitably, taking cognisance of the number of Ordinary Shares
held by each excess applicant on the Record Date for the
Rights Offer, the number of Rights Offer Shares taken up as a
result of the Rights Offer and the number of excess non-
committed Rights Offer Shares applied for by such applicant.
7. FRACTIONS
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 new Jasco shares
will be issued and Jasco shareholders will be entitled to rounded
numbers of shares once the ratio has been applied, using the rounding
principle where allocations will be rounded up or down, as
appropriate with fractions of 0.5 and above being rounded up and
fractions below 0.5 being rounded down to the nearest whole number
resulting in allocations of whole numbers of Rights Offer shares, in
accordance with the Listings Requirements.
8. IMPORTANT DATES AND TIMES
2022
Rights Offer Declaration and Finalisation Data announcement
released on SENS Monday, 17 January
Rights Offer Circular published on Jasco’s website Tuesday, 18 January
Distribution of Rights Offer Circular to Shareholders Thursday, 20 January
Last day to trade in Jasco Shares in order to participate in Tuesday, 25 January
the Rights Offer (cum entitlement)
Nil paid letters of allocation listed and suspended from Wednesday, 26 January
trading under JSE code JSCN and ISIN ZAE000306676 at 09:00
Jasco Shares commence trading ex-Rights on the JSE at 09:00 Wednesday, 26 January
Last day to post Rights Offer Circular to (Certificated) Wednesday 26 January
Shareholders
Record Date for the Rights Offer Friday, 28 January
Rights Offer opens at 09:00 Monday, 31 January
Rights Offer Circular and Form of Instruction emailed/ Monday, 31 January
posted to Dematerialised Shareholders
Dematerialised Shareholders will have their Letters of Monday, 31 January
Allocation credited to their accounts held at their CSDP or
broker at 09:00
Last day to trade in respect of the take-up (no trading Tuesday, 1 February
permitted in the Form of Instruction in respect of the
Letters of Allocation which is issued for processing
purposes only)
Payment made and Form of Instruction lodged by Certificated Friday, 4 February
Shareholders wishing to exercise all or part of their
entitlement at the Transfer Secretaries by 12:00 on
Certificated Shareholders will have their Letters of Friday, 4 February
Allocation credited to an electronic account held at the
Transfer Secretaries
Rights Offer closes at 12:00 Friday, 4 February
Record Date for take-up in terms of the Rights Offer Friday, 4 February
Listing of Rights Offer Shares at the commencement of Monday, 7 February
business
CSDP or Broker accounts in respect of Shareholders holding Monday, 7 February
Dematerialised Shares will be updated with Rights Offer
Shares and debited with any payments due on
Results of Rights Offer announced on SENS, including Monday, 7 February
information regarding the method/ratio/formula applied to
the allocation of the excess rights
In respect of successful excess applications for Non- Wednesday, 9 February
committed Rights Offer Shares (if applicable),
Non-committed Rights Offer Shares issued to Shareholders
holding Dematerialised Shares
In respect of unsuccessful excess applications for Non- Wednesday, 9 February
committed Rights Offer Shares (if applicable),
refunds made to Shareholders holding Certificated Shares
Notes:
1.All references to dates and times are to local dates and times in
South Africa.
2. Shareholders of Dematerialised Jasco shares are required to notify
their CSDP or Broker of the action they wish to take in respect of
the Rights Offer in the manner and by the time stipulated in the
agreement governing the relationship between the Dematerialised
shareholder and his CSDP or Broker.
3. Jasco share certificates may not be dematerialised or
rematerialised between Wednesday 26 January 2022 and Friday, 28
January 2022, both days inclusive.
4. CSDPs effect payment in respect of holders of Dematerialised Rights
Offer shares on a delivery versus payment basis.
5. Dematerialised shareholders will have their accounts at their CSDP
or Broker automatically credited with their Rights and Certificated
shareholders will have their Rights credited to an account at the
Transfer Secretaries.
9. DOCUMENTATION
A circular to Jasco shareholders, setting out full details of the
rights offer, will be distributed to shareholders on or about
Thursday, 20 January 2022. A form of instruction will be enclosed
with the circular for use by Jasco shareholders who have not
dematerialised their Jasco shares. The circular will also be
available on the Company’s website (www.jasco.co.za) from Tuesday, 18
January 2022.
10. EXCHANGE CONTROL REGULATIONS
In terms of the Exchange Control Regulations, non-residents of the
Common Monetary Area will be allowed to:
• take up rights allocated in terms of the Rights Offer;
• subscribe for new Rights Offer shares; and
• subscribe for excess Non-Committed Rights Offer shares that have
not been applied for in terms of the Rights Offer;
provided that payment is received in foreign currency or in Rand from
a Non-resident Rand account in the name of the non-resident and/or
Rand from a vostro account held in the books of the Authorised
Dealer.
All applications by non-residents for the above purposes must be made
through an Authorised Dealer. Shares subsequently re-materialised and
issued in certificated form, will be endorsed ‘Non-Resident’.
Where a Right in terms of the Rights Offer falls due to a former
resident of the Common Monetary Area, which Right is based on shares
controlled in terms of the Exchange Control Regulations, only funds
in the emigrant’s capital account may be used to take up this Right.
In addition, such funds may also be used to:
• subscribe for new Rights Offer shares; and
• subscribe for excess Non-committed Rights Offer shares that have
been applied for in terms of the Rights Offer.
Applications by emigrants to use funds in their capital account for
the above purposes must be made through the Authorised Dealer
controlling their remaining assets. Any shares issued pursuant to the
use of funds in the emigrant’s capital account will be credited to
their share accounts at the CSDP controlling their remaining
portfolio.
11. RESTRICTED JURISDICTIONS
Any shareholder resident outside the common monetary area who
receives the Rights Offer Circular and Form of Instruction, should
obtain advice as to whether any Governmental and/or any other legal
consent is required and/or any other formality must be observed to
enable such a subscription to be made in terms of such Form of
Instruction.
The Rights Offer does not constitute an offer in any jurisdiction in
which it is illegal to make such an offer ("Restricted Territories")
and the Rights Offer Circular and Form of Instruction should not be
forwarded or transmitted by recipients thereof to any person in any
territory other than where it is lawful to make such an offer.
United States of America
The letters of allocation and the Rights Offer shares have not been
and will not be registered under the Securities Act, 1933 ("US
Securities Act") or under securities laws of any Restricted Territory
and may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States of America, except in respect of Qualified Institutional
Buyers as contemplated under the US Securities Act ("QIB") pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States of America. Investors who are
located in the United States of America will be required to execute
and deliver a QIB investor letter ("QIB Letter"), a copy of which is
available from the Company Secretary, at
company.secretary.jasco.co.za, prior to taking up or transferring
Rights in the Rights Offer or acquiring Rights Offer.
Shares in the Rights Offer.
Shareholders who are required to submit a QIB Letter must do so by
emailing same to the Company Secretary at
company.secretary.jasco.co.za on or before 12:00 on Friday, 4
February 2022.
Accordingly, the Company is not extending the Rights Offer into the
United States of America unless an exemption from the registration of
the US Securities Act is available, and subject to certain
exceptions, the Rights Offer Circular neither constitutes nor will it
constitute an offer or invitation to apply for, or an offer or an
invitation to acquire, any letters of allocation or Rights Offer
shares in the United States of America.
In addition, until 40 days after the commencement of the Rights
Offer, an offer, sale or transfer of the Rights Offer shares within
the United States of America by a dealer (whether or not
participating in the Rights Offer) may violate the registration
requirements of the US Securities Act. Subject to certain exceptions,
Jasco shareholders with a registered address in the United States of
America will be treated as unexercising holders. The Rights in terms
of the Rights Offer are non-renounceable and are not transferrable.
As a result, such applicable Rights will not be sold by the Transfer
Secretaries on behalf of any unexercising holders. To the extent that
foreign Jasco shareholders are not entitled to participate in the
Rights Offer, as result of being resident in a Restricted
Jurisdiction, such foreign Jasco shareholders should not take up
their Rights in terms of the Rights Offer and should allow their
Rights to lapse.
Although letters of allocation may be credited to the CSDP or Broker
accounts of qualifying Dematerialised shareholders:
- with a registered address, or resident, in one of the Restricted
Territories;
- in the United States of America; or
- with a registered address, or who hold on behalf of persons
located in the United States of America, or who hold on behalf of
any person on a non-discretionary basis who is in the United States
of America or any state of the United States of America, such
crediting of letters of allocation does not constitute an offer to
restricted Jasco shareholders and such restricted Jasco
shareholders will not be entitled to take up or transfer Rights in
the Rights Offer or acquire Rights Offer shares in the Rights Offer
unless such action would not result in the contravention of any
registration or other legal requirement in any jurisdiction.
Restricted Territories
Subject to certain exceptions, the Rights Offer shares may not be
transferred or sold to, or renounced or delivered in, the
Restricted Territories.
No offer of Rights Offer shares is being made by virtue of the
Rights Offer Circular into the Restricted Territories.
No person may forward or otherwise transmit the Rights Offer
Circular to any territory other than where it is lawful to make the
Rights Offer contemplated in the Rights Offer Circular.
Although letters of allocation may be credited to the CSDP or
Broker accounts of qualifying Dematerialised shareholders:
• with a registered address, or resident, in one of the Restricted
Territories;
• in the United States of America; or
• with a registered address, or who hold on behalf of persons located
in the United States of America, or who hold on behalf of any
person on a non-discretionary basis who is in the United States of
America, or any state of the United States of America, such
crediting of letters of allocation does not constitute an offer to
restricted shareholders and restricted shareholders will not be
entitled to take up or transfer Rights in the Rights Offer or
acquire Rights Offer shares in the Rights Offer unless such action
would not result in the contravention of any registration or other
legal requirement in any jurisdiction.
Subject to certain exceptions, Jasco shareholders with a registered
address in the Restricted Territories will be treated as
unexercising holders The Rights in terms of the Rights Offer are
non-renouncable and are not transferrable. As a result, such
applicable Rights will not be sold by the Transfer Secretaries on
behalf of any unexercising holders. To the extent that foreign
Jasco shareholders are not entitled to participate in the Rights
Offer, as result of being resident in a Restricted Jurisdiction,
such foreign Jasco shareholders should not take up their Rights in
terms of the Rights Offer and should allow their Rights to lapse.
12. TAX CONSEQUENCES
Shareholders are advised to consult their professional advisers
regarding the tax implications of the Rights Offer.
Midrand
17 January 2022
Corporate Advisor and Sponsor
Grindrod Bank Limited
Date: 17-01-2022 03:20:00
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