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THE FOSCHINI GROUP LIMITED - Finalisation announcement - TFG fully underwritten renounceable rights offer

Release Date: 16/07/2020 10:50
Code(s): TFG     PDF:  
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Finalisation announcement - TFG fully underwritten renounceable rights offer

THE FOSCHINI GROUP LIMITED
Registration number: 1937/009504/06
Code: TFG
ISIN: ZAE000148466
(“TFG” and “Group”)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER
OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION.

FINALISATION ANNOUNCEMENT - TFG FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER

1. Introduction

TFG shareholders are referred to the declaration announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Tuesday, 14 July 2020,
relating to a renounceable rights offer to qualifying TFG shareholders ("Rights Offer").

TFG shareholders are advised that TFG has received all the necessary approvals to implement
the Rights Offer and the Rights Offer is now unconditional as the terms of the Rights Offer
have now been finalised and all conditions precedent to the Rights Offer have been
fulfilled.

2. Terms of the Rights Offer

TFG shareholders are advised that the board of directors of TFG has resolved to proceed
with the Rights Offer to raise, in the aggregate, gross proceeds up to R3.95 billion and
that all requisite resolutions to effect the Rights Offer have been passed by the requisite
majority of shareholders at the Group’s extraordinary general meeting (“EGM”) held on
Thursday, 16 July 2020.

The Rights Offer is underwritten by Rand Merchant Bank, a division of FirstRand Bank
Limited, The Standard Bank of South Africa Limited and Absa Bank Limited, subject to
customary terms and conditions.

The Rights Offer will consist of an offer of 94,270,486 renounceable rights to subscribe
for new TFG ordinary shares (“Right Offer Shares”) in the ratio of 40 Right Offer Shares
for every 100 TFG ordinary shares held by TFG shareholders (excluding TFG shareholders
resident or located in the restricted jurisdictions to be set out in the Rights Offer
Circular (as defined below) on the record date of the Rights Offer (“Ratio of
Entitlement”), being Friday, 24 July 2020, and/or such proportionate lower number of Rights
Offer Shares in respect of a holding of less than 100 TFG ordinary shares, offered for a
subscription price of R41.90 per Rights Offer Share.

The Rights Offer issue price represents a discount of approximately 32.8% to the
Theoretical Ex-rights Price calculated using the prevailing 30-day volume-weighted average
price and 40.6% to the prevailing 30-day volume-weighted average price of TFG shares as at
Wednesday, 15 July 2020. The Rights Offer Shares will constitute approximately 28.6% of
TFG’s post-Rights Offer share capital.

The salient dates and times of the Rights Offer remain unchanged from those published in
the declaration announcement on SENS on Tuesday, 14 July 2020.

TFG shareholders may commence trading the letters of allocation from commencement of
business on Wednesday, 22 July 2020 until the close of business on Tuesday, 4 August 2020,
both days inclusive, under the JSE code TFGN and ISIN ZAE000288353 and the Rights Offer
Shares from commencement of business on Wednesday, 5 August 2020.

3. Irrevocable undertakings

Certain TFG shareholders have entered into irrevocable undertakings in favour of TFG to
subscribe for, and/or recommend to their clients to subscribe for, and pay for in full, all
of the Rights Offer Shares which such TFG shareholders are entitled to as of the record
date, representing 14.5% of net shares in issue.

4. Excess applications
TFG Shareholders (excluding TFG shareholders resident or located in the restricted
jurisdictions) will be permitted to apply for Rights Offer Shares not taken up in excess of
their pro rata entitlement in terms of the Rights Offer (“Excess Shares”), should there be
Excess Shares available for allocation. Such Excess Shares will be allocated equitably,
taking into consideration the number of TFG ordinary shares held by such TFG shareholder
prior to such allocation, including Rights Offer Shares taken up as a result of the Rights
Offer, and the number of Excess Shares applied for by such TFG shareholder.

Excess Shares shall be allocated in an equitable manner unless such allocation would: (i)
result in fractional shares, in which case such allocation shall be rounded to the nearest
multiple of one Rights Offer Share (unless the application of the ratio of entitlement
results in a fractional share of less than 0.5, in which case such allocation will be
rounded down to zero); or (ii) result in a violation of applicable law or the rules or
regulations of a South African governmental authority or the JSE Listings Requirements.

If all the Rights Offer Shares are taken up in the Rights Offer, then no additional Rights
Offer Shares will be made available for allocation to applicants pursuant to excess
applications.

5. Rights Offer circular

Further details of the Rights Offer will be disclosed in the rights offer circular ("Rights
Offer Circular"), which Rights Offer Circular is anticipated to be made available on TFG’s
website, tfglimited.co.za, on Monday, 20 July 2020, and will be posted, together with a
form of instruction in respect of letters of allocation, to certificated TFG shareholders
on Monday, 20 July 2020 and to dematerialised shareholders on Monday, 27 July 2020.

Joint Global Coordinator and Underwriter
Absa Bank Limited
(acting through its Corporate and Investment Banking Division)

Joint Global Coordinator and Underwriter
Rand Merchant Bank
(a division of FirstRand Bank Limited)


Joint Global Coordinator and Underwriter
The Standard Bank of South Africa Limited
(acting through its Corporate and Investment Banking division)


Transaction Sponsor
Rand Merchant Bank
(a division of FirstRand Bank Limited)


Legal advisers to TFG as to South African law
Edward Nathan Sonnenbergs Incorporated


Legal advisers to TFG as to US law
Shearman & Sterling (London) LLP


Legal advisers to the Joint Global Coordinators and Underwriters as to South African law
Webber Wentzel


Legal advisers to the Joint Global Coordinators and Underwriters as to US law
Linklaters LLP




Forward-Looking Statements

This announcement includes certain forward-looking statements, beliefs or opinions,
including statements with respect to TFG’s business, financial condition, results of
operations and prospects. Forward-looking statements are typically identified by the use of
forward looking terminology such as “believes”, “expects”, “may”, “will”, “could”,
“should”, “intends”, “estimates”, “plans”, “assumes”, “anticipates”, “annualized”, “goal”,
“target” or “aim” or the negative thereof or other variations thereof or comparable
terminology, or by discussions of strategy that involve risk and uncertainties. These
statements reflect the directors' beliefs and expectations and involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the future. No
representation is made that any of these statements or forecasts will come to pass or that
any forecast results will be achieved. There are a number of risks, uncertainties and
factors that could cause actual results and developments to differ materially from those
expressed or implied by these statements and forecasts. Past performance cannot be relied
on as a guide to future performance. Forward-looking statements speak only as at the date
of this announcement, and TFG expressly disclaims any obligations or undertaking to release
any update of, or revisions to, any forward-looking statements in this announcement. No
statement in this announcement is intended to be a profit forecast. As a result, you are
cautioned not to place any undue reliance on such forward-looking statements.

Important Notice

This announcement does not constitute or form a part of any offer or solicitation or
advertisement to purchase and/or subscribe for Securities in South Africa, including an
offer to the public for the sale of, or subscription for, or the solicitation or
advertisement of an offer to buy and/or subscribe for, shares as defined in the South
African Companies Act, No. 71 of 2008 (as amended) or otherwise (the “Companies Act”) and
will not be distributed to any person in South Africa in any manner that could be construed
as an offer to the public in terms of the Companies Act. As a result, this announcement
does not comply with the substance and form requirements for a prospectus set out in
Companies Act and the South African Companies Regulations of 2011, and has not been
approved by, and/or registered with, the with the South African Companies and Intellectual
Property Commission or any other South African authority. Nothing in this announcement
should be viewed, or construed, as “advice”, as that term is used in the South African
Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and
Intermediary Services Act, No. 37 of 2002, as amended (the “FAIS Act”).

The announcement constitutes factual, objective information about TFG and nothing contained
herein should be construed as constituting any form of investments advice or
recommendation, guidance or proposal of a financial nature as contemplated in the FAIS Act
in respect of TFG or any transaction in relation thereto. TFG and/or its representatives
and advisors are not (and are not required to be) Financial Services Providers as
contemplated in the FAIS Act in South Africa and the contents of this announcement must not
be construed as constituting the canvassing for, or marketing or advertising of, financial
services by TFG and/or its representatives and advisors in South Africa. To the extent that
any of TFG’s representatives and/or advisors, including Rand Merchant Bank (a division of
FirstRand Bank Limited), The Standard Bank of South Africa Limited and Absa Bank Limited
(the “Joint Global Coordinators and Underwriters”), are registered Financial Services
Providers, none of them purport to provide, market or advertise financial services to any
person in respect of TFG and this announcement does not constitute financial advice, or
financial services, provided by the aforesaid to any person who is in possession of this
announcement.

This announcement is not an offer of securities for sale in the United States or in any
jurisdiction in which such offer of securities for sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
Securities may not be offered, sold, resold, delivered or distributed, directly or
indirectly, in or into the United States unless they are registered or are exempt from
registration under the U.S. Securities Act of 1933, as amended. TFG does not intend to
register any offering in the United States or to conduct a public offering in the United
States. Copies of this announcement are not being, and should not be, distributed in or
sent, directly or indirectly, into the United States or in or into any other jurisdiction
which would constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction.

This announcement is for distribution only to persons who (a) have professional experience
in matters relating to investments falling within Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”);
(b) are persons falling within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order; (c) are outside the United Kingdom; or
(d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated
or caused to be communicated (all such persons together being referred to as “relevant
persons”). This announcement is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons. Any investment or investment activity
to which this announcement relates is available only to relevant persons and will be
engaged in only with relevant persons.

This announcement is only addressed to and directed at persons in Member States of the
European Economic Area (“EEA”) and in the United Kingdom who are “Qualified Investors”
within the meaning of Article 2(e) of the Prospectus Regulation. The securities referred to
herein are only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such securities will be engaged in only with Qualified Investors. This
announcement must not be acted on or relied on in any Member State of the EEA or in the
United Kingdom by persons who are not Qualified Investors. For the purposes of this
paragraph the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as
amended or superseded).

It may be unlawful to distribute this announcement in certain other jurisdictions. This
announcement is not for distribution in Canada, Japan or Australia. The information in this
announcement does not constitute an offer of securities for sale in Canada, Japan or
Australia.

Further, the content of this announcement should not be construed as business, legal or tax
advice. It is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by TFG or any of the Joint Global Coordinators
and Underwriters that any recipient of this announcement should acquire any of TFG’s
securities. Neither TFG nor any of the Joint Global Coordinators and Underwriters is making
any representation to any prospective investor regarding the legality of an investment in
TFG by such prospective investor under the laws and regulations applicable to such
prospective investor. Prospective investors should consult their own professional adviser
before making any investment decision with regard to TFG and in making an investment
decision, prospective investors must rely on their own analysis, enquiry and examination of
TFG, including the merits and risks therein. All investment is subject to risk. The value
of the securities offered may go down as well as up. Past performance is no guarantee of
future returns.

The contents of this announcement have not been verified by the Joint Global Coordinators
and Underwriters in connection with the Rights Offer or any of their respective affiliates.
Each Joint Global Coordinator and Underwriter is acting on behalf of the TFG and no one
else in connection with the Rights Offer. They will not regard any other person as their
client in relation to the Rights Offer and will not be responsible to anyone other than TFG
for providing the protections afforded to their respective clients nor for providing advice
in relation to the Rights Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein. Neither the Joint Global Coordinators and
Underwriters, nor any of their respective directors, officers, employees, advisers, agents,
alliance partners or any other entity or person accepts any responsibility or liability
whatsoever for, or makes any representation, warranty or undertaking, express or implied,
as to the truth, accuracy, completeness or fairness of the information or opinion in this
announcement (or whether any information has been omitted from this announcement) or any
other information relating to TFG, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. Accordingly, the Joint Global
Coordinators and Underwriters disclaim, to the fullest extent permitted by applicable law,
all and any liability, whether arising in tort, delict or contract or that they might
otherwise be found to have in respect of this announcement and/or any such statement.

Solely for the purposes of the product governance requirements contained within: (a) EU
Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II;
and (c) local implementing measures (together, the “MiFID II Product Governance
Requirements”) and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the securities have been subject to
a product approval process, which has determined that such securities are: (i) compatible
with an end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties only, each as defined in MiFID II; and
(ii) eligible for distribution through all distribution channels as are permitted by MiFID
II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities may decline and investors could
lose all or part of their investment; the securities offer no guaranteed income and no
capital protection; and an investment in the securities is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be able to bear
any losses that may result therefrom. The Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions in relation
to the securities. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Coordinators and Underwriters will only procure investors who
meet the criteria of professional clients and eligible counterparties. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action whatsoever with
respect to the Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining appropriate distribution
channels. No key information document required by Regulation (EU) No. 1286/2014, as amended
(the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them
available to retail investors in the EEA or in the United Kingdom has been prepared or will
be prepared and therefore offering or selling the securities or otherwise making them
available to any retail investor in the EEA or in the United Kingdom may be unlawful under
the PRIIPs Regulation.

Cape Town
16 July 2020

Sponsor:
UBS South Africa Proprietary Limited

Date: 16-07-2020 10:50:00
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