FGL - Finbond Group Limited - Finalisation information pertaining to the
FGL
FGL
FGL - Finbond Group Limited - Finalisation information pertaining to the
proposed rights offer
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL
ISIN: ZAE000138095
("Finbond" or "the Company")
FINALISATION INFORMATION PERTAINING TO THE PROPOSED RIGHTS OFFER
1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER
Shareholders are referred to the proposed rights offer announcement
released on the Securities Exchange News Service ("SENS") of the JSE
Limited ("JSE") on 9 December 2012 advising shareholders that Finbond
would be undertaking a capital raising of approximately R20 million by
way of a rights offer ("the rights offer").
In terms of the rights offer, 200 000 000 new Finbond ordinary shares of
0.0001 cents each in the authorised but unissued share capital of the
Company ("the rights offer shares"), will be offered for subscription to
Finbond shareholders who will receive the right to subscribe for the
rights offer shares on the basis of 52 rights offer shares for every 100
Finbond ordinary shares held, at a subscription price of 10 cents per
rights offer share. The rights offer price represents a discount of
16.0% to the 30 trading day volume weighted average price of Finbond
shares up to and including 8 December 2011.
2. IRREVOCABLE UNDERTAKINGS AND UNDERWRITING
Kings Reign Investments (Proprietary) Limited ("KRI") and Net 1 Finance
Holdings (Proprietary) Limited ("Net 1") have irrevocably committed to
follow their rights, through the conversion of their respective
shareholders` loans into shares, in an approximate amount of R12
million.
KRI and Net 1 have further committed to underwrite in full and in
proportion to their existing shareholdings, the balance of the rights
offer through the capitalisation of the balance of their shareholders`
loans of R8 million. No underwriting fee will be applicable.
3. EXCESS APPLICATIONS
Finbond shareholders will be permitted to apply for new Finbond 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 Listing Requirements of
the JSE.
4. IMPORTANT DATES AND TIMES
The dates and times in respect of the rights offer are set out in the
table below:
The salient information announcement Friday, 9 December 2011
regarding the rights offer released on SENS
2012
Last day to trade in Finbond ordinary shares Friday, 10 February
in order to participate in the rights offer
(cum entitlement)
Listing of and trading in the letters of Monday, 13 February
allocation ("LAs") in respect of new Finbond
shares on the JSE commences at 09:00
Finbond ordinary shares commence trading ex Monday, 13 February
entitlement on the JSE at 09:00
Record date for the rights offer Friday, 17 February
Rights offer opens at 09:00 and the rights Monday, 20 February
offer circular posted to shareholders
Certificated shareholders will have their Monday, 20 February
letters of allocation credited to an
electronic account held at the transfer
secretaries
Dematerialised shareholders will have their Monday, 20 February
accounts at their CSDP or broker credited
with their entitlement
Last day for trading letters of allocation Friday, 2 March
on the JSE
Listing of rights offer shares and trading Monday, 5 March
therein on the JSE commences at 09:00
Rights offer closes at 12:00. Payment to be Friday, 9 March
made and form of instruction lodged by
certificated shareholders at the transfer
secretaries
Record date for the letters of allocation Friday, 9 March
Rights offer shares issued and posted to Monday, 12 March
shareholders in certificated form on or
about
CSDP or broker accounts in respect of Monday, 12 March
dematerialised shareholders will be updated
with rights offer shares and debited with
any payments due
Results of rights offer announced on SENS Monday, 12 March
CSDP or broker accounts in respect of Wednesday, 14 March
dematerialised shareholders will be updated
with excess rights offer shares (where
applicable) and debited with any payments
due on or about
Excess Rights offer shares issued (where Wednesday, 14 March
applicable) and posted to shareholders in
certificated form on or about
Notes:
(1) Unless otherwise indicated, all times are South African times.
(2) CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
(3) Finbond shareholders may not dematerialise or rematerialise their
Finbond ordinary shares between Monday, 13 February 2012 and
Friday, 17 February 2012, both dates inclusive.
5. RESTRICTIONS
The granting of the right to subscribe for rights offer shares in
certain jurisdictions other than South Africa may be restricted by law
and a failure to comply with any of those restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The shares have not been and will not be registered for the purposes of
the rights offer under the securities laws of the United Kingdom,
Canada, United States of America or any other country outside South
Africa and accordingly, are not being offered, sold, taken up, re-sold
or delivered directly or indirectly to rights recipients with registered
addresses outside South Africa.
The rights offer does not constitute an offer in any area of
jurisdiction in which it is illegal to make such an offer.
6. DOCUMENTATION
A circular to Finbond shareholders, incorporating revised listing
particulars and setting out full details of the rights offer, will be
posted to shareholders on or about 20 February 2012. A form of
instruction in respect of the LAs will be enclosed with the circular for
use by Finbond shareholders who have not dematerialised their Finbond
shares.
Johannesburg
3 February 2012
Corporate and Designated Advisor
Grindrod Bank Limited
Reporting Accountants and Auditors
KPMG Inc.
Date: 03/02/2012 09:00:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
