Finalisation Announcement in respect of a Partially Underwritten, Renounceable Rights Offer
Sephaku Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP
(“SepHold” or "the Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, HONG KONG, JAPAN AND ANY OTHER JURISDICTION WHERE THE EXTENSION OR MAKING OF THE RIGHTS OFFER WOULD
BE UNLAWFUL OR IN CONTRAVENTION OF APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
FINALISATION ANNOUNCEMENT IN RESPECT OF A PARTIALLY UNDERWRITTEN, RENOUNCEABLE RIGHTS OFFER
Shareholders are referred to the declaration announcement released on SENS on Tuesday, 21 January 2020,
wherein shareholders were advised of the Company’s intention to raise approximately ZAR37.5 million by way of a
partially underwritten, renounceable rights offer of 46 270 261 new ordinary SepHold shares (“Rights Offer
Shares”) at a Rights Offer issue price of 81 cents per Rights Offer Share, in the ratio of 1 Rights Offer Share for
every 4.5 SepHold ordinary shares held at the close of business on Friday, 31 January 2020 (“the Rights Offer”).
Shareholders are advised that the Company has received all necessary approvals and the Rights Offer is
unconditional. The salient dates and times of the rights offer remain unchanged from those published on SENS on
Tuesday, 21 January 2020.
Shareholders may commence trading the letters of allocation from the commencement of business on Wednesday,
29 January 2020 and the Rights Offer Shares from the commencement of business on Wednesday, 12 February 2020.
A circular, containing full details of the Rights Offer and a form of instruction in respect of a letter of allocation, will
be posted to certificated shareholders on Thursday, 30 January 2020 and distributed to dematerialised shareholders
on Monday, 3 February 2020. The circular will also be available in electronic form from the Company’s website
(www.sephakuholdings.com) on Monday, 27 January 2020.
Any qualifying shareholder resident outside the common monetary area who receives the circular and form of
instruction should obtain advice as to whether any governmental and/or other legal consent is required and/or any
other formality must be observed to enable 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
circular and form of instruction should not be forwarded or transmitted by you to any person in any territory other
than where it is lawful to make such an offer.
The letters of allocation and the Rights Offer Shares have not been and will not be registered under the Securities
Act of 1933, as amended (the “U.S. Securities Act”),U.S. Securities Act, or under any securities laws of any state
or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state
and other securities laws of the United States. There will be no public offer of the letters of allocation and the Rights
Offer Shares in the United States. The Rights Offer Shares are being offered and sold in offshore transactions in
compliance with Regulation S of the U.S. Securities Act and subject to limited exceptions, are not being sold in the
United States. The circular does not constitute an offer of any securities for sale in the United States or to United
The Rights Offer contained in the 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 advisors 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 Shares, or trade in
Shareholders holding SepHold Shares on behalf of persons who are Non-qualifying Shareholders, are responsible
for ensuring that taking up the Rights Offer, or trading in their Rights Offer entitlements, do not breach regulations
in the relevant overseas jurisdictions.
To the extent that Non-qualifying Shareholders are not entitled to participate in the Rights Offer, or trade in their
Rights Offer entitlements as a result of the aforementioned restrictions, 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.
23 January 2020
Enquiries contact: Sakhile Ndlovu Sephaku Holdings Investor Relations 012 612 0210
Sponsor to Sephaku Holdings: Questco Corporate Advisory (Pty) Ltd
About Sephaku Holdings Limited
Sephaku Holdings Limited (“SepHold”) is a building and construction materials company with a portfolio of
investments in the cement sector in South Africa. The company’s core investments are a 36% stake in Dangote
Cement South Africa (Pty) Ltd (Sephaku Cement) and 100% in Métier Mixed Concrete (Pty) Ltd. The strategy of
SepHold is to generate growth and realise value for shareholders through the production of cement and ready mixed
concrete in Southern Africa.
Date: 23-01-2020 08:30:00
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