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Declaration Announcement in Respect of the Conduit Capital Rights Offer
CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
(“Conduit Capital” or “the Company” or “the Group”)
CONDUIT CAPITAL TO RAISE R150 MILLION TO PURSUE OPPORTUNITIES
DECLARATION ANNOUNCEMENT IN RESPECT OF THE CONDUIT CAPITAL RIGHTS OFFER
1. INTRODUCTION
Conduit Capital is pleased to announce that it intends to raise R150 000 000 by way of a fully
underwritten renounceable rights offer (“Rights Offer”), in terms of which the Company will offer a
total of 75 000 000 new Shares (“Rights Offer Shares”) at a subscription price of 200 cents per
Rights Offer Share (“Subscription Price”) in the ratio of 29.25347 Rights Offer Shares for every
100 Shares (“Ratio”) held at the close of business on the record date for the Rights Offer, being
Friday, 27 November 2015 (“Record Date”).
2. PURPOSE OF THE RIGHTS OFFER
The purpose of the Rights Offer is to provide Conduit Capital with additional capital in the amount of
R150 000 000 to enable the Company to pursue insurance related opportunities, some of which have
already been identified.
3. NATURE OF THE BUSINESS OF CONDUIT CAPITAL
Conduit Capital is an investment holding company which is listed on the Main Board of JSE Limited
(“the JSE”) with the specific objective of supporting its subsidiary companies and allocating capital
across the Group. Conduit Capital operates through two main divisions, namely:
- Insurance and Risk, which houses the Group’s insurance interests; and
- Investments, which houses the Group’s investment activities.
4. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, Conduit Capital will offer a total of 75 000 000 Rights Offer Shares at a
subscription price of 200 cents per Rights Offer Share in the ratio of 29.25347 Rights Offer Shares
for every 100 shares held in Conduit Capital on the close of business on the Record Date.
The Subscription Price represents:
- a discount of 20.50% to the 30 day volume weighted average price (“VWAP”) to the traded price
of Conduit Capital Shares on the JSE as at 11 September 2015, the date on which the Rights
Offer was approved by the Board of Directors of Conduit Capital (“the Board”); and
- a discount of 31.15% to the 30 day VWAP of Conduit Capital Shares on the JSE as at 8 October
2015, being the date prior to the release of this announcement.
Upon their issue, the Rights Offer Shares will rank pari passu in all respects with the existing Conduit
Capital Shares.
5. UNDERWRITING
Conduit Capital will enter into an underwriting agreement with Protea Asset Management LLC
(“Protea”) in respect of the Rights Offer, to the full value of R150 000 000 (“Underwriting
Agreement”). Protea, in its capacity as investment advisor, acts on behalf of the ultimate underwriter,
Ithuba Investments LP, which is a fund based in the United States of America (“USA”).
Protea is an investment management business incorporated in the USA and founded by Mr
S Riskowitz, the Chief Executive Officer of Conduit Capital.
Mr Riskowitz, who is the Managing Member of Protea, has no direct beneficial interests in Conduit
Capital Shares. He is however, a shareholder in a number of entities under his control, which own
between them an aggregate of 34 431 333 Conduit Capital Shares.
Further details of the Underwriting Agreement will be set out in the Rights Offer circular to be dated
on or about 24 November 2015 and distributed to shareholders as set out in paragraph 10 below.
6. CONDITIONS PRECEDENT
The implementation of the Rights Offer is subject to the conclusion of the Underwriting Agreement,
approval being obtained from the JSE of the Rights Offer circular and for the listing of the Letters of
Allocation and the Rights Offer Shares.
7. SALIENT DATES AND TIMES
The proposed salient dates and times in respect of the Rights Offer are set out below:
2015
Rights Offer Declaration Data announcement released on SENS Friday, 9 October
Rights Offer Finalisation announcement released on SENS Tuesday, 17 November
Last day to trade in Conduit Capital Shares in order to settle trades by
the Record Date for the Rights Offer and to qualify to participate in the
Right Offer (cum entitlement) on Friday, 20 November
Listing of and trading in the Letters of Allocation on the JSE
commences at 09:00 on Monday, 23 November
Conduit Capital Shares commence trading ex-rights on the JSE at
09:00 on Monday, 23 November
Circular and Form of Instruction posted to certificated shareholders Tuesday, 24 November
Record date for the Rights Offer for purposes of determining the
Conduit Capital shareholders entitled to participate in the Rights Offer
at the close of business on Friday, 27 November
Rights Offer opens at 09:00 on Monday, 30 November
Holders of dematerialised Conduit Capital Shares will have their
accounts at their CSDP or broker automatically credited with their
Letters of Allocation on Monday, 30 November
Holders of certificated Conduit Capital Shares will have their Letters of
Allocation credited to an electronic register at the Transfer Secretaries
on Monday, 30 November
Circular distributed to dematerialised shareholders, who have elected
to receive such documents Tuesday, 1 December
Last day to trade in Letters of Allocation in order to settle trades by the
Record Date for the Letters of Allocation and participate in the Rights
Offer at the close of business on Friday, 4 December
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by holders of certificated Conduit Capital Shares wishing to
sell all or part of their Rights Offer Entitlement by 12:00 on Friday, 4 December
Listing and trading of Rights Offer Shares commences on the JSE at
09:00 on Monday, 7 December
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by holders of certificated Conduit Capital Shares wishing to
subscribe for or renounce all or part of their Rights Offer Entitlement
by 12:00 on (see note 2) Friday, 11 December
Record date for Letters of Allocation Friday, 11 December
Rights Offer closes at 12:00 and payment to be made by certificated
shareholders on Friday, 11 December
CSDP/broker accounts credited with Rights Offer Shares and debited
with the payments due in respect of holders of dematerialised Conduit
Capital Shares on Monday, 14 December
Rights Offer Share certificates in terms of the Rights Offer posted to
holders of certificated Conduit Capital Shares via registered post on or
about Monday, 14 December
Results of Rights Offer announced on SENS on Monday, 14 December
Notes:
1. Holders of dematerialised Conduit Capital 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.
2. Conduit Capital share certificates may not be dematerialised or rematerialised between Monday,
23 November 2015 and Friday, 27 November 2015, both days inclusive.
3. CSDPs effect payment in respect of holders of dematerialised Rights Offer Shares on a delivery versus
payment basis.
4. To the extent that the rights are accepted, dematerialised shareholders will have their accounts at their
CSDP automatically credited with their rights and certificated shareholders will have their rights credited to
an account at Computershare Investor Services.
5. Rights Offer share certificates to be issued in terms of the Rights Offer will be posted to persons entitled
thereto, by registered post, at the risk of the certificated shareholders concerned.
8. RESTRICTIONS ON THE RIGHTS OFFER
Any shareholder resident outside the Common Monetary Area, being the Republics of South Africa
and Namibia and the Kingdoms of Lesotho and Swaziland, who receives the Rights Offer circular and
accompanying 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 and the Rights Offer circular and accompanying form of instruction should not be forwarded or
transmitted any person in any territory other than where it is lawful to make such an offer.
The Rights Offer Shares have not been and will not be registered under the Securities Act of the
United States of America. Accordingly, the Rights Offer Shares may not be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States or to, or for the account or
benefit of, United States persons, except pursuant to exemptions from the Securities Act. The Rights
Offer circular and the accompanying documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States. The Rights Offer circular does not constitute an
offer of any securities for sale in the United States or to United States persons.
The Rights Offer contained in the Rights Offer circular does not constitute an offer in the District of
Columbia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in
any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer
(“Non-qualifying shareholder”). Non-qualifying shareholders should consult their professional
advisers to determine whether any governmental or other consents are required or other formalities
need to be observed to allow them to take up the Rights Offer, or to trade their entitlement. To the
extent that Non-qualifying shareholders are not entitled to participate in the Rights Offer, such Non-
qualifying shareholders should not take up their Rights Offer entitlement or trade in their Rights Offer
entitlement and should allow their rights in terms of the Rights Offer to lapse.
9. ANTICIPATED DIRECTORS DEALINGS IN TERMS OF RIGHTS OFFER SHARES
Of the 44 589 257 Shares (which, in applying the Ratio, equates to 13 043 906 rights) held by
Directors (and their associates) as at 9 October 2015, being the date of this announcement, 65.20
in respect thereof, have indicated an intention to follow their rights, while 9.33% in respect thereof
have indicated an intention to sell their rights in terms of the Rights Offer as follows:
Director Rights to be followed Rights to be sold
S M Riskowitz’s associates 7 919 261 -
L E Louw 325 000 786 632
R L Shaw 50 000 101 149
G Toet 210 000 328 625
Total 8 504 261 1 216 406
10. FURTHER ANNOUNCEMENT AND CIRCULAR
The Rights Offer Finalisation announcement is expected to be released on SENS on or about
17 November 2015.
The Rights Offer circular, and accompanying Form of Instruction for use by certificated shareholders
only, containing full particulars of the Rights Offer will be posted to shareholders on or about
24 November 2015.
The Rights Offer circular containing full particulars of the Rights Offer will be distributed to
dematerialised shareholders who have elected to receive documents on or about 1 December 2015.
Johannesburg
9 October 2015
Sponsor
Merchantec Capital
Forward Looking Statement:
This announcement contains certain forward looking statements. These forward-looking statements are not historical
facts but rather are based on the Company’s current expectations, estimates and projections about the industry in
which Conduit Capital operates, and beliefs and assumptions regarding the Company’s future performance. Words
such as “anticipates”, “expected”, “intends”, “plans”, “believes”, “seeks”, “estimated”, “potential” and similar
expressions are intended to identify forward-looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond
the control of the Company, are difficult to predict and could cause actual results to differ materially from those
expressed or forecasted in the forward-looking statements. Conduit Capital cautions shareholders and prospective
shareholders not to place undue reliance on these forward-looking statements, which reflect the view of Conduit
Capital only as of the date of this announcement. The forward-looking statements made in this announcement relate
only to events as of the date on which the statements are made. Conduit Capital will not undertake any obligation to
release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or
unanticipated events occurring after the date of this announcement except as required by law or by any appropriate
regulatory authority.
Date: 09/10/2015 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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