| Wed 10 Sep 2008, 17:13 | | CBN013 - Sterling Waterford CCN SPV 4 - Initial offer of up to 2 500 000 |
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JSE
CBN013
CBN013 - Sterling Waterford CCN SPV 4 - Initial offer of up to 2 500 000
Carbon Credit Notes to be issued by the issuer and to be listed on the JSE
STERLING WATERFORD CCN SPV 4
(the "Issuer")
CARBON CREDIT NOTES
Share code: CBN013 ISIN code: MU0249S00005
INITIAL OFFER OF UP TO 2 500 000 CARBON CREDIT NOTES TO BE ISSUED BY THE
ISSUER AND TO BE LISTED UNDER THE ABBREVIATED NAME "SWCCN" AS ASSET BACKED
SECURITIES IN THE INVESTMENT PRODUCT SECTOR ON THE JSE ("the Offer")
This announcement is issued in compliance with the Listings Requirements of
the JSE for information purposes only. The information set out below has been
extracted from the offering circular issued on 27 August 2008 (the "Offering
Circular"), which is available as set out below.
1. SALIENT DATES AND TIMES OF THE OFFER
Opening date of the Offer Monday, 8 September 2008
Closing date of the Offer (12:00)* Friday, 3 October 2008
Announcement of results of the Offer Friday, 10 October 2008
released on SENS
Announcement of results of the offer Monday, 13 October 2008
released in the press
Listing date Tuesday, 14 October 2008
*Applicants should consult their broker or CSDP to ascertain the timing
for submission of applications as this may vary depending on the broker
or CSDP in question.
The above dates and times are South African and are subject to change.
Any change will be announced on SENS and published in the press.
2. SUMMARY OF THE OFFER
The carbon credit notes which are the subject of the Offer (the "Carbon
Credit Notes") are designed to provide holders with the opportunity to
gain exposure to carbon credits, being "Certified Emissions Reductions"
as contemplated in the Marrakech Accords and Kyoto Protocol ("Carbon
Credits"), generated from identified potentially Carbon Credit producing
projects (the "Projects"), through holding a listed tradable security.
A Carbon Credit Note is a pre paid forward contract in terms of which
the Issuer will, on 8 January 2013 (the "Delivery Date"):
- if and to the extent the Projects generate the anticipated Carbon
Credits, deliver to the holder a cash amount in Rand per Carbon
Credit Note equal to the price at which the Issuer is able to sell
the underlying Carbon Credit into the market, less trading costs;
or
- if and to the extent that the Projects do not generate the
anticipated Carbon Credits, refund the Rand equivalent of Euro15.00
to the holder on the Delivery Date.
The Issuer`s obligations under the Carbon Credit Notes have been secured
by way of the Issuer concluding an agreement with BNP Paribas (the
"Hedging Counterparty") in terms of which the Hedging Counterparty is
obliged, subject to the Projects generating the anticipated Carbon
Credits, to deliver to the Issuer sufficient Carbon Credits prior to the
Delivery Date to enable the Issuer to fully discharge its obligations in
terms of the Carbon Credit Notes.
The JSE has granted permission for the listing of the Carbon Credit
Notes as asset-backed securities in the Investment Product Sector of the
JSE Main Board with effect from 14 October 2008. The Carbon Credit Notes
will be issued in dematerialised form and all settlements of trades and
transactions in the Carbon Credit Notes will have to be made through
Strate.
The JSE`s approval of the listing of the Carbon Credit Notes is not to
be taken in any way as an indication of the merits of the Issuer or of
the Carbon Credit Notes or that the JSE has verified the accuracy and
truth of the contents of the Offering Circular and, to the extent
permitted by law, the JSE will not be liable for any claim of whatever
kind. Claims against the JSE Guarantee Fund may only be made in respect
of trading in Carbon Credit Notes on the JSE and in accordance with the
terms of the rules of the Guarantee Fund, and can in no way relate to
the issue of Carbon Credit Notes by the Issuer.
3. MANAGEMENT AND ADMINISTRATION
The Issuer is a special purpose limited liability company incorporated
in Mauritius and established for the purpose of issuing and fulfilling
its obligations under the Carbon Credit Notes. The directors of the
issuer are Philip Malcolm Bouwer (non-executive, South African), Li Fap
Kien Kam Young (executive, Mauritian) and Marie Patrice Benjamin Chancel
Nanette (executive, Mauritian) whose further details appear in the
Offering Circular.
The Issuer has appointed Sterling Waterford Securities (Proprietary)
Limited (the "Manager") as manager to manage and administer the issue of
Carbon Credit Notes. The Manager is regulated by the Financial Services
Board of South Africa.
ABC Global Management Services Limited (the "Trustee"), a company
incorporated in the Republic of Mauritius and authorised to act as a
corporate trustee by the Financial Services Commission of Mauritius has
been appointed as trustee of the issue of Carbon Credit Notes. The role
of the Trustee is to protect the rights of holders of Carbon Credit
Notes. The details of the Trustees` duties and responsibilities are set
out in the Offering Circular.
4. COPIES OF THE OFFERING CIRCULAR
Copies of the offering circular, in English, may be obtained during
normal business hours from the Manager. In this regard please contact
Gregor Paterson-Jones on 021 674 6592 (tel.) or
gregpj@sterlingwaterford.com (e-mail).
5. EXCHANGE CONTROL RESTRICTIONS IN RESPECT OF THE OFFER
The Issuer has received confirmation from the Exchange Control
Department of the South African Reserve Bank (the "Reserve Bank") that
the Listing of the Carbon Credit Notes qualifies as an "Inward Listing".
This means that:
- the Carbon Credit Notes may be subscribed for under the Offer
and/or purchased in the secondary market by South African resident
individuals, companies and trusts without restriction and without
such persons utilising their offshore investment allowances;
- institutional investors will be required to use their offshore
allowances when subscribing for the Carbon Credit Notes under the
Offer and/or purchasing Carbon Credit Notes in the secondary
market.
Non-residents of the Common Monetary Area ("CMA") (comprising South
Africa, Lesotho, Namibia and Swaziland) may, subject to any regulatory
restrictions applicable in the country in which they are resident,
invest in the Carbon Credit Notes, provided that they pay the purchase
price from a non resident account at a South African registered bank in
Rand or introduce foreign currency into South Africa for such purpose.
Former residents of the CMA who have emigrated may not use emigrant
blocked funds to invest in Carbon Credit Notes.
6. SUBSCRIPTION CONDITIONS APPLICABLE TO THE INITIAL OFFER
The Offer is subject to the conditions detailed in the Offering Circular
and summarised below:
- the Offer is made both to institutional investors and to retail
investors;
- the maximum number of Carbon Credits which may be issued in terms
of the Offer is 2 500 000 and the minimum number of Carbon Credits
Notes which must be issued in terms of the Offer is 800 000;
- the subscription price per Carbon Credit Note is the Rand
equivalent of Euro15.00 determined on the date on which the Manager
determines the allocation of Carbon Credit Notes to applicants
under the Offer (which shall be no later than Friday, 10 October
2008);
- the subscription price is payable in Rand and subscriptions are
subject to a minimum subscription of R17 700 per individual
addressee;
- applicants for Carbon Credit Notes must fill in the application
form attached to the Offering Circular, deposit sufficient funds in
Rands to pay for the Carbon Credit Notes applied for into the
subscription account and submit a copy of the application form,
together with proof of payment of the subscription price into the
subscription account, to their CSDP or broker, who must stamp and
sign the form and deliver or post it to:
Carbon Credit Notes
c/o Sterling Waterford Securities (Pty) Ltd
Physical or Postal Address: 2nd Floor, Protea Place, Protea
Road, Claremont, 7700
Postal Address: PostNet Suite #85, Private Bag X1005,
Claremont, 7735
alternatively, the CSDP or broker may fax the application form to (021)
674-6653,
to be received by no later than 12h00 on Friday, 3 October 2008.
7. CARBON CREDIT NOTES ISIN
Applicants` attention is drawn to the fact that the ISIN appearing on
the cover of the Offering Circular is incorrect. The correct ISIN in
respect of the Carbon Credit Notes is set out in the header to this
announcement.
Cape Town
10 September 2008
Manager
Sterling Waterford Securities (Proprietary) Limited
Attorneys
Webber Wentzel
Trustee
ABC Global Management Services Limited
Sponsor
Java Capital (Proprietary) Limited
Date: 10/09/2008 17:13:11 Produced by the JSE SENS Department.
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