| Thu 11 Sep 2008, 17:24 | | SER - Seardel Investment Corporation Limited - Update on the rights offer |
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SER SRN
SER
SER - Seardel Investment Corporation Limited - Update on the rights offer
SEARDEL INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/011249/06)
Share code: SER ISIN Code: ZAE000029815
Share code: SRN ISIN Code: ZAE000030144
("Seardel" or "the company")
UPDATE ON THE RIGHTS OFFER
INTRODUCTION
Shareholders were advised by way of a SENS announcement on 25 June 2008 and 24
July 2008 that the board of directors of Seardel had resolved, subject to
certain conditions, to undertake a rights offer to Seardel ordinary and "N"
ordinary shareholders in order to raise R300 million.
SALIENT TERMS OF THE RIGHTS OFFER
As previously announced, in terms of the rights offer:
- Seardel ordinary and "N" ordinary shareholders will be offered 6,66
ordinary shares ("rights offer shares") for every ordinary or "N" ordinary
share held by them on the record date for participation in the rights
offer;
- the subscription price will be R0,50 per rights offer share; and
- ordinary and "N" ordinary shareholders will have the right to apply for any
excess rights offer shares not taken up by other shareholders and any such
excess shares will be attributed equitably based on the number of shares
held by the shareholder concerned and the number of excess shares applied
for.
It was previously announced on 25 June 2008 that Hosken Consolidated Investments
Limited ("HCI") and Grawood Investments (Proprietary) Limited ("Grawood"), a
company controlled by Dr A Searll, would underwrite the rights offer as to R200
million and R50 million, respectively.
The underwriting commitments have subsequently been amended so that HCI and
Grawood have agreed to underwrite the rights offer as to R250 million and R50
million, respectively. HCI will underwrite the first 500 million rights offer
shares (or R250 million) and Grawood will underwrite the next 100 million rights
offer shares (or R50 million).
In consideration for agreeing to underwrite the rights offer, HCI shall be
entitled to an underwriting fee equivalent to 2% of its underwriting commitment
and Grawood shall be entitled to receive an underwriting fee equivalent to 1% of
its underwriting commitment.
TIMETABLE
All of the conditions precedent to the rights offer have now been fulfilled,
with the exception of:
- the registration of the rights offer circular, forms of instruction and
other documents with the Registrar of Companies, as required by Section
146A of the Companies Act (Act 61 of 1973), as amended, which registration
is underway; and
- the furnishing of a certificate by the company to HCI prior to Finalisation
Date (as defined in the JSE Listings Requirements) inter alia, confirming
that no material adverse event has occurred in respect of the company or
any company in the Seardel Group.
The timetable for the rights offer will be as follows:
2008
Last day to trade in Seardel shares in order to Friday, 26 September
participate in the rights offer
Listing and trading of letters of allocation on the Monday, 29 September
JSE
Seardel shares commence trading on the JSE ex- Monday, 29 September
rights offer entitlement
Record date for determination of shareholders
entitled to participate in the rights offer Friday, 3 October
(initial record date)
Rights offer opens at 09:00 on Monday, 6 October
Rights offer circular and forms of instruction Monday, 6 October
posted to shareholders, where applicable
Dematerialised shareholders will have their Monday, 6 October
accounts at their CSDP or broker automatically
credited with their entitlement
Certificated shareholders on the register will have Monday, 6 October
their entitlement credited to an account held with
the transfer secretaries
Last day to trade letters of allocation on the JSE Friday, 17 October
Maximum number of rights offer shares listed and Monday, 20 October
trading therein commences on the JSE
Rights offer closes at 12:00 on (see note 1) Friday, 24 October
Record date for letters of allocation (final record Friday, 24 October
date)
New Seardel shares issued Monday, 27 October
Dematerialised shareholders` accounts updated and Monday, 27 October
debited by CSDP or broker, and certificates posted
to certificated shareholders (in respect of the
rights offer shares)
Results of rights offer announced on SENS Monday, 27 October
Results of rights offer announced in the press Monday, 27 October
Refunds (if any) to certificated shareholders in Wednesday, 29 October
respect of unsuccessful applications made
Notes:
1 Dematerialised shareholders are required to inform their CSDP or broker of
their instructions in terms of the rights offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and its CSDP or broker.
2 Share certificates may not be dematerialised or rematerialised between
Monday, 29 September 2008 and Friday, 3 October 2008, both days inclusive.
3 Dematerialised shareholders will have their custody accounts at their CSDP
automatically credited with their rights and certificated shareholders will
have their rights credited to a safe custody account at Computershare
Investor Services (Proprietary) Limited.
4 CSDPs effect payment in respect of dematerialised shareholders on a
delivery-versus-payment method.
5 The dates above are subject to change. Any changes will be released on
SENS.
DOCUMENTATION
On Monday, 6 October 2008, a circular containing full details of the rights
offer, letters of allocation and other such documents as may be required by the
Companies Act (Act 61 of 1973) and the JSE Listings Requirements, will be posted
to shareholders who are registered as such on the initial record date being
Friday, 3 October 2008.
11 September 2008
Corporate advisor and sponsor
Java Capital (Proprietary) Limited
Legal advisor
Edward Nathan Sonnenbergs Inc.
Reporting accountants and auditors
KPMG Inc.
Date: 11/09/2008 17:24:02 Produced by the JSE SENS Department.
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