| Wed 26 Mar 2008, 7:45 | | SAL - Sallies - Finalisation Information Relating To The Rights Offer Of |
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SAL
SAL
SAL - Sallies - Finalisation Information Relating To The Rights Offer Of
151 483 358 Unsubordinated Unsecured Convertible Debentures
Sallies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1903/001879/06)
Share code: SAL ISIN: ZAE000022588
("Sallies" or "the company")
FINALISATION INFORMATION RELATING TO THE RIGHTS OFFER OF 151 483 358
UNSUBORDINATED UNSECURED CONVERTIBLE DEBENTURES
1. Introduction
In an announcement dated 4 February 2008, shareholders were informed of
the directors` intention to proceed with a rights offer of 151 483 358
unsubordinated unsecured convertible debentures ("convertible
debentures") to raise approximately R75 million.
Shareholders recorded in the register of members at the close of
business on Friday, 11 April 2008 will be granted the right to
subscribe for convertible debentures in terms of the rights offer on
the basis of 24 convertible debentures for every 100 Sallies shares
held at a subscription price of R0.50 per convertible debenture.
2. The purpose of the rights offer
The purpose of the rights offer is to raise R75 million (before
expenses) in order to:
- repay bridging finance provided by Dale Capital Partners Limited
("Dale Capital"), Titan Financial Services (Pty) Limited ("Titan") and
Trinity Asset Management (Pty) Limited ("Trinity"), (collectively "the
underwriters"). During the period 20 December 2007 to 6 March 2008, the
underwriters provided bridging finance totalling R34 999 999 to Sallies
to ensure that the company is adequately financed during the period
prior to the closing date of the rights offer. Dale Capital, Titan and
Trinity have provided loans of R13 000 000, R10 333 333 and R11 666 666
respectively, bearing interest at the prime overdraft rate of First
National Bank (a division of First Rand Bank Limited). A raising fee
of 1.5% of the capital amount is payable to each of the underwriters
for the respective loans made available by each of them. The loans
provided are to be repaid from the proceeds of the rights offer; and
- fund capital expenditure and to provide Sallies with working
capital. As detailed in the 2007 Annual Report, additional capital is
required to strengthen the mining fleet and plant infrastructure at
Witkop Fluorspar Mine and to establish the capacity to treat dumps 5
and 6 at Buffalo Fluorspar Mine.
3. Salient terms and conditions attaching to the convertible debentures
Pursuant to the subscription of the convertible debentures in terms of
the rights offer, a debenture holder shall have the following five
options available to him:
In the absence of an event of default:
- to elect early non-default conversion any time prior to 31
December 2012;
- to elect maturity cash repayment in terms of which some or all of
the convertible debentures shall be repaid in cash on 31 December 2012;
- to elect maturity conversion in terms of which some or all of the
convertible debentures shall be repaid through the allotment and issue
of fully paid up Sallies shares on 31 December 2012;
If an event of default has occurred:
- to elect default cash repayment at a subscription price of R0.50
per convertible debenture;
- to elect default conversion in terms of which all of the
convertible debentures outstanding shall be repaid through the
allotment and issue of fully paid up Sallies shares.
Please refer to the circular for details pertaining to the terms and
conditions attaching to the convertible debentures.
4. Salient dates and times
2008
Last day to trade in Sallies shares in order Friday, 4 April
to settle by the record date and to qualify to
participate in the rights offer (cum
entitlement) on
Listing of lettes of allocation on the JSE Monday, 7 April
with the JSE Code
Listing of letters of allocation with JSE Code Monday, 7 April
SALN and ISIN ZAE000117313 commences at
commencement of trading on
Sallies shares commence trading ex-rights on Friday, 11 April
the JSE at commencement of trading on
Record date for participation in the rights Monday, 14 April
offer at the close of business on
Rights offer circular posted to shareholders
on
Rights offer opens at commencement of trading Monday, 14 April
on
Dematerialised shareholders will have their Monday, 14 April
accounts at their CSDP or stockbroker
automatically credited with their entitlement
on
Certificated shareholders on the register will Monday, 14 April
have their entitlement credited to an account
at Computershare Nominees (Pty) Limited on
The form of instruction in respect of a letter
of allocation will be posted to certificated Monday, 14 April
shareholders of Sallies recorded in the
register as such on the record date on
Listing of convertible debentures with the JSE Wednesday, 30 April
Code SALD and ISIN ZAE000117305 commences at
commencement of trading on
Rights offer closes at 12:00 - payments to be Monday, 5 May
made and form of instruction in respect of
letters of allocation lodged by certificated
shareholders by 12:00 (see Notes 1 and 5) on
Record date for letters of allocation on Friday, 9 May
Dematerialised shareholders` accounts will be
updated with entitlements and debited by their Monday, 12 May
CSDP or stockbroker and certificates posted to
certificated shareholders on
Results of rights offer released on SENS on Monday, 12 May
Results of rights offer published in the press Tuesday, 13 May
on
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/her 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, 7 April 2008 and Friday, 11 April 2008, both days
inclusive.
4. Dematerialised shareholders will have their accounts at their CSDP
or stockbroker automatically credited with their Sallies convertible
debentures in respect of which the rights offer has been accepted
and certificated shareholders will have their Sallies Certificates
in respect of which the rights offer has been accepted posted to
them at their own risk, by registered post,
5. CSDPs effect payment in respect of dematerialised shareholders on
a delivery versus payment method.
5. Listing on the JSE
The JSE has granted listings for the letters of allocation and
convertible debentures as follows:
- letters of allocation in respect of 151 483 358 convertible
debentures will be listed from the commencement of trade on Monday, 7
April 2008 to the close of trade on Wednesday, 30 April 2008, both days
inclusive; and
- 151 483 358 convertible debentures will be listed with effect from
the commencement of business on Monday, 5 May 2008.
6. Underwriting
Sallies has entered into three separate underwriting agreements with
Dale Capital, Titan and Trinity in terms of which these underwriters
have respectively undertaken to severally underwrite 60%, 15% and 25%
of the 151 483 358 convertible debentures to be issued at an issue
price of R0.50 per convertible debenture. The rights offer is fully
underwritten at a total cost of R1 514 834.
7. Letters of allocation
Letters of allocation may only be traded in dematerialised form and
accordingly Sallies will issue all letters of allocation in
dematerialised form. The electronic record of letters of allocation
for holders of certificated shares is being maintained by
Computershare Nominees (Pty) Limited to afford holders of certificated
shares the same rights and opportunities as holders of dematerialised
shares.
8. Documentation
A circular containing full details of the rights offer will be posted
to shareholders on Monday, 14 April 2008.
9. Conditions precedent
All the conditions precedent to the rights offer have been fulfilled.
10. General
This announcement does not constitute an offer of, or the solicitation
of an offer to subscribe for or buy any letters of allocation or
convertible debentures to any person in any jurisdiction to whom or in
which such offer or solicitation is unlawful.
Johannesburg
25 March 2008
Sponsor: Bridge Capital Advisors (Pty) Limited
Attorneys: Brink Cohen Le Roux
Reporting Accountants and Auditors: BDO Spencer Steward (JHB) Inc
(Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 26/03/2008 07:45:18 Produced by the JSE SENS Department.
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