| Fri 25 May 2007, 11:53 | | SAL - Sallies - Rights offer announcement |
|
SAL
SAL
SAL - Sallies - Rights offer announcement
Sallies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1903/001879/06)
JSE share code: SAL
ISIN: ZAE000022588
("Sallies" or "the Company")
RIGHTS OFFER - FINALISATION AND SALIENT DATES ANNOUNCEMENT
1. Introduction
Shareholders are referred to the SENS announcement released on 22 March 2007 in
which Sallies announced that the company had resolved to embark on a rights
offer to fund its working capital requirements and that its major shareholders
had agreed to underwrite a 1 for 4rights offer at 60 cents per share to raise
approximately R75 million.
In terms of the rights offer, 124 916 992 ordinary shares of 0,1 cent each in
the issued share capital of Sallies will be issued to raise R74 950 195.20.
Sallies has entered into three separate underwriting agreements with Natrust
Equities (Proprietary) Limited ("Natrust Equities"), Titan Financial Services
(Proprietary) Limited ("Titan") and Trinity Asset Management (Proprietary)
Limited ("Trinity") ("the underwriters") in terms whereof these underwriters
have undertaken severally to underwrite 25%, 30% and 45% of the rights offer
respectively.
Shareholders recorded in the register at the close of business on Friday, 8 June
2007 are granted the renounceable right to subscribe for rights shares in terms
of the rights offer on the basis of 25 rights shares for every 100 Sallies
shares held at a subscription price of 60 cents per rights share.
2. Purpose of the rights offer
During the period 30 March 2007 to 9 May 2007, the underwriters provided certain
guarantees and bridging finance totalling R35 million to Sallies to ensure that
Sallies is adequately financed during the period prior to the closing date of
the rights offer. Natrust Equities provided guarantees totaling R8.75 million,
while Titan and Trinity provided loans of R10.5 million and R15.75 million
respectively, bearing interest at the prime overdraft rate of First National
Bank of Southern Africa Limited ("FNB"). A raising fee of 1% of the capital
amount is payable to each of the underwriters for the respective loans and
guarantees made available by each of them. The loans provided are to be repaid
from the proceeds of the rights offer and the guarantees are to be cancelled
upon the receipt of the proceeds of the rights offer. Sallies has undertaken in
favour of FNB to ensure that the proceeds of the rights offer will be paid into
Sallies` FNB account held in Zeerust.
The balance of the proceeds of the rights offer will be utilised to provide
Sallies with adequate working capital.
3. Salient terms of the rights offer
Number of new ordinary shares offered: 124 916 992
Ratio of entitlement: 25 new ordinary shares for every
100 shares held on the record date
Cash subscription price
for new ordinary shares: 60 cents
Amount to be raised before expenses: R74 950 195.20
Number of shares in issue after the
rights offer: 624 584 959
Sallies shareholders may not apply for rights shares in excess of those
allocated to them in terms of the rights offer.
Shares not taken up under the rights offer will be subscribed for and issued to
the underwriters in terms of the underwriting agreements.
4. Listing of Sallies shares and letters of allocation on the JSE Limited ("the
JSE")
The JSE has granted a listing for the letters of allocation and rights shares as
follows:
letters of allocation in respect of 124 916 992 rights shares will be listed
from the commencement of trade on Monday, 4 June 2007 to the close of trade on
Friday, 22 June 2007, both days inclusive; and
124 916 992 rights shares will be listed with effect from the commencement of
business on Monday, 25 June 2007.
5. Salient dates and times
2007
Last day to trade in Sallies
shares in order to qualify
to participate in the rights
offer (cum entitlement) on Friday, 1 June
Listing of letters of allocation
on the JSE commences at
commencement of trading on Monday, 4 June
Sallies shares commence trading
ex-rights on the JSE at
commencement of trading on Monday, 4 June
Record date for participation
in the rights offer at the
close of business on Friday, 8 June
Rights offer circular posted
to shareholders on Monday, 11 June
Rights offer opens at commencement
of trading on Monday, 11 June
Dematerialised shareholders will
have their accounts
at their CSDP or stockbroker
automatically credited with
their entitlement on Monday, 11 June
Certificated shareholders on the
register will have their
entitlement credited to an
account at Computershare
Nominees (Proprietary) Limited on Monday, 11 June
The form of instruction in respect
of a letter of allocation will be
posted to certificated shareholders
of Sallies recorded in the register
as such on the record date on Monday, 11 June
Last day to trade in letters of
allocation on the JSE on Friday, 22 June
Listing of rights offer shares
commences at commencement of
trading on Monday, 25 June
Rights offer closes - payments
to be made and form of
instruction in respect of
letters of allocation lodged by
certificated shareholders by
12:00 (see notes 1 and 5
below) on Friday, 29 June
Record date for letters of
allocation Friday, 29 June
Dematerialised shareholders`
accounts will be updated
with entitlements and accounts debited
by their CSDP or stockbroker and
certificates posted to
certificated shareholders on Monday, 2 July
Results of rights offer published
on SENS on Monday, 2 July
Results of rights offer published
in the press on Tuesday, 3 July
Notes:
1. Dematerialised shareholders are required to notify their duly appointed CSDP
or stockbroker of their acceptance of the offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his CSDP or stockbroker.
2. All times indicated are South African times unless otherwise stated.
3 Share certificates may not be dematerialised or rematerialised between Monday,
4 June 2007 and Friday, 8 June 2007, both days inclusive;
Dematerialised shareholders will have their accounts at their CSDP or
stockbroker automatically credited with their Sallies shares in respect of which
the rights offer has been accepted and certificated shareholders will have their
Sallies share certificates in respect of which the rights offer has been
accepted posted to them at their own risk, by registered post.
CSDPs effect payment in respect of dematerialised shareholders on a delivery
versus payment method.
6. Registration by the Registrar of Companies
The rights offer documentation has been reviewed and approved by the Registrar
of Companies. Final registration took place on 25 May 2007.
8. Documentation
A circular, giving full details of the rights offer will be posted to
shareholders on or about Monday, 11 June 2007. A form of instruction in respect
of a letter of allocation will be enclosed with the circular for use by
shareholders who have not dematerialised their Sallies shares.
Copies of the circular, in English, will be available during normal business
hours from Friday, 1 June 2007 until Friday, 29 June 2007 (Saturdays, Sundays
and public holidays excluded) from:
- Witkop Fluorspar Mine, Farm Wintershoek, Zeerust; and
- Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70
Marshall Street, Johannesburg.
Johannesburg
25 May 2007
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Date: 25/05/2007 11:53:02 Produced by the JSE SENS Department.
