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ESOR LIMITED - Rights Offer Declaration Announcement

Release Date: 20/01/2017 07:05:00      Code(s): ESR       PDF(s):  
Rights Offer Declaration Announcement

ESOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/000732/06)
JSE code: ESR
ISIN: ZAE000184669
(“Esor”)


RIGHTS OFFER DECLARATION ANNOUNCEMENT

1. INTRODUCTION

Shareholders are referred to the announcement released on SENS on Wednesday,
26 October 2016 (“Proposed Rights Offer Announcement”), wherein it was
announced that Esor intended to raise up to R37.54 million by way of an
underwritten renounceable rights offer (“Rights Offer”), in terms of which
Esor will offer a total of 98 796 357 shares (“Rights Offer Shares”) in Esor
to shareholders. Further details of the Rights Offer are set out below.

2. USE OF PROCEEDS

Shareholders are referred to the Proposed Rights Offer Announcement and the
announcement released on SENS on 10 October 2016 relating to the acquisition
by the Company of Tuboseal Services Proprietary Limited and the Business
Assets and Operations from Tuboseal Proprietary Limited (“the Acquisition”).

The full proceeds from the Rights Offer will be used to repay a credit
facility that was made available to Esor to fund the Acquisition by Geomer
Investments   Proprietary  Limited  (“Geomer  Investments”),   a  material
shareholder of Esor.
3. SALIENT TERMS OF THE RIGHTS OFFER

3.1   INTRODUCTION

Qualifying Esor shareholders are hereby offered the right to acquire 25
Rights Offer Shares for every 100 Esor shares (“Shares”) held on the record
date (“Record Date”) at a subscription price of 38 cents per Rights Offer
Share.

The Record Date for purposes of determining which shareholders are entitled
to participate in the Rights Offer is Error! Reference source not found..

Upon issue, the Rights Offer Shares will rank pari passu in all respects
with the existing ordinary Shares.

The letters of allocation (“Letters of Allocation”) in respect of the Rights
Offer will be listed on JSE Limited (“JSE”) on Error! Reference source not
found. under JSE share code ESRN and ISIN ZAE000237913.

3.2   MINIMUM SUBSCRIPTION

The Rights   Offer   is   not   conditional on   any   minimum   subscription   being
obtained.

3.3   EXCESS APPLICATIONS FOR RIGHTS OFFER SHARES

No applications for excess Rights Offer Shares will be allowed.
4. UNDERWRITING AGREEMENTS

Esor has entered into an underwriting agreement with Geomer Investments, in
terms of which Geomer Investments will fully underwrite the Rights Offer up
to the total amount of 98 796 357 Rights Offer Shares, which equates to a
maximum underwriting commitment of up to R37.54 million.

In terms of the underwriting agreement, the underwriting fee will be 1.5% of
the underwriting commitment and will be settled in cash and is only payable
on fulfilment of the underwriting commitments by Geomer Investments.

5. SHAREHOLDER COMMITMENTS


Esor shareholders holding 41 289 262 Shares representing 10.45% of the issued
share capital of Esor, have irrevocably undertaken to renounce their rights
in terms of the Rights Offer to Geomer Investments.

6. FOREIGN SHAREHOLDERS

The Rights Offer does not constitute an offer in any jurisdiction in which
it is illegal to make such an offer and in such circumstances, any circular
and accompanying form of instruction in terms of the Rights Offer, where
applicable, are distributed for information purposes only.

7. SALIENT DATES AND TIMES

The proposed salient dates and times in respect of the Rights Offer are set
out below:

                                                                          2017

Rights Offer declaration data announcement released
on SENS                                                       Friday, 20 January

Rights Offer finalisation announcement released on
SENS                                                          Thursday, 26 January

Last day to trade in Esor Shares in order to
participate in the Rights Offer                               Tuesday, 31 January

Listing of and trading in the Letters of Allocation           
on the JSE under JSE code ESRN and ISIN ZAE000237913          Wednesday, 01 February

Esor Shares commence trading ex-rights on the JSE
at 09:00 on                                                   Wednesday, 01 February

Circular and form of instruction posted to
certificated shareholders                                     Thursday, 02 February

Record Date for determination of shareholders
entitled to participate in the Rights Offer                   Friday, 03 February

Rights Offer opens at 09:00 on                                Monday, 06 February

Holders of dematerialised Shares will have their
accounts at their CSDP or broker automatically
credited with their Letters of Allocation on                  Monday, 06 February

Holders of certificated Shares will have their
Letters of Allocation credited to an electronic
register at the transfer secretaries of Esor on               Monday, 06 February
                                                          
Rights Offer circular posted to dematerialised
Shareholders                                                  Tuesday, 07 February
    
Last day to trade Letters of Allocation on the JSE            Tuesday, 14 February

Maximum number of Rights Offer Shares listed and
trading therein commences on the JSE                          Wednesday, 15 February
    
Record Date for Letters of Allocation                         Friday, 17 February

Rights Offer closes at 12:00 on                               Friday, 17 February

Payment to be made and form of instruction to be
lodged with the transfer secretaries of Esor by
certificated shareholders by 12:00 (See Note 5
below)                                                        Friday, 17 February

Rights Offer Shares issued and posted to
shareholders in certificated form on or about                 Monday, 20 February

Dematerialised shareholders’ accounts updated and
debited by CSDP or broker (in respect of payment
for Rights Offer Shares)                                      Monday, 20 February

Results of Rights Offer announced on SENS on                  Monday, 20 February



Notes:

1. Dematerialised shareholders are required to notify their duly appointed
   CSDP or broker of their acceptance or otherwise of the Rights Offer in
   the manner and time stipulated in the agreement governing the relationship
   between such shareholder and their CSDP or broker.
2. All times indicated are South African times unless otherwise stated.
3. Share certificates may not be dematerialised or rematerialised between
   Error! Reference source not found. and Error! Reference source not found.,
   both days inclusive.
4. The CSDP / broker accounts of dematerialised shareholders will be
   automatically credited with Esor Rights Offer Shares to the extent to
   which they have accepted the Rights Offer. Share certificates will be
   posted, by registered post at the shareholders’ risk, to certificated
   shareholders in respect of the Rights Offer Shares which have been
   accepted.
5. CSDPs or brokers effect payment in respect of dematerialised shareholders
   on a delivery versus payment method.


8. CONDITIONS PRECEDENT

The implementation of the Rights Offer remains subject to the fulfilment of
the following conditions:

-     approval being obtained from the JSE for the circular in respect of the
      Rights Offer; and

-     approval being obtained from the JSE for the application for listing of
      the Letters of Allocation and the application for listing of the Rights
      Offer Shares.


9. FINALISATION ANNOUNCEMENT
It is anticipated that the finalisation announcement for the Rights Offer
will be released on SENS on Thursday, 26 January 2017.


Germiston
20 January 2017

Sponsor and corporate advisor
Vunani Corporate Finance

Date: 20/01/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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