| Tue 24 Nov 2009, 8:46 | | SPG - Super Group Limited - Results of the rights offer |
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SPG
SPG
SPG - Super Group Limited - Results of the rights offer
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG
ISIN: ZAE000011334
("Super Group" or "the Company")
RESULTS OF THE RIGHTS OFFER
Shareholders are referred to the announcements released on SENS on 7 October
2009 and on 15 October 2009 relating to the Super Group rights offer in terms of
which 2 727 580 820 shares in the authorised but unissued share capital of Super
Group were offered for subscription to shareholders ("the Rights Offer Shares")
in the ratio of 410 Rights Offer Shares for every 100 Super Group shares held on
the record date at an issue price of 45 cents per Rights Offer Share ("the
Rights Offer").
The Rights Offer closed on Friday, 20 November 2009 and the results thereof are
set out in the table below.
Number of % of Rights
Rights Offer Offer Shares
Shares
Rights Offer Shares available for 2 727 580 820 100,0%
subscription
Rights Offer Shares subscribed for 2 077 707 022 76,2%
Excess Rights Offer Shares subscribed for 660 638 225 24,2%
Total Rights Offer Shares subscribed for 2 738 345 247 100,4%
Available Excess Rights Offer Shares 649 873 798 23,8%
The Rights Offer was underwritten by the following lenders and bondholders: Absa
Bank Limited, Allan Gray Limited ("Allan Gray"), Barclays Bank Plc, FirstRand
Bank Limited (acting both as principal and as agent on behalf of the Rand Mutual
Assurance Company Limited, RMA Life Assurance Company Limited, RMB Asset
Management (Proprietary) Limited, RMB Unit Trusts Limited and Export Credit
Insurance Corporation of South Africa Limited), Investec Bank Limited
("Investec"), KADD Capital (Proprietary) Limited, Nedbank Limited and
Futuregrowth Asset Management (Proprietary) Limited (collectively, the
"Underwriting Unsecured Lenders"), as well as Allan Gray (in its capacity as a
shareholder in the Company), collectively, "the Underwriters", to the extent of
2 222 222 222 Rights Offer Shares (the "Underwritten Rights Offer Shares").
Given that Rights Offer Shares in excess of Underwritten Rights Offer Shares
were taken up by Super Group shareholders, the Underwriters will not be
allocated any Rights Offer Shares.
The Rights Offer was 100.4% subscribed for and the subscription consideration
received from public subscriptions is R1 227 411 369.00 being 22,7% in excess of
the expected proceeds of R1 billion as disclosed in the circular to
shareholders. The consideration in excess of the proceeds from the Underwritten
Rights Offer Shares will be applied to pro-rata settle existing secured and/or
unsecured facilities of the Underwriting Unsecured Lenders.
The excess Rights Offer Shares subscribed for will be allocated to applicants in
a manner viewed as equitable in terms of the Listings Requirements of the JSE
Limited taking cognisance of the number of shares held by the relevant
shareholders prior to such allocation, including those taken up as a result of
the Rights Offer, and the number of excess shares applied for by such
shareholder.
Allan Gray will settle the issue price of any Rights Offer Shares which it
subscribed for pursuant to its underwriting obligations (other than in its
capacity as an Underwriting Unsecured Lender) in cash. Investec will also settle
the issue price of a portion of the Rights Offer Shares which it subscribed for
pursuant to its underwriting obligations in cash.
Share certificates were posted to holders of certificated shares on or about
Monday, 23 November 2009. The accounts of holders of dematerialised shares who
have followed their rights, will be updated and accounts credited with the new
shares and debited with the money by their CSDP or broker on 23 November 2009.
Johannesburg
24 November 2009
Merchant Bank and Corporate Advisors: Rand Merchant Bank, a division of
FirstRand Bank Limited
Independent Sponsor: Deutsche Securities (SA) (Proprietary) Limited
Corporate Law Advisors: Fluxmans Attorneys
Equity Capital Markets Advisor: RMB Morgan Stanley (Proprietary) Limited
Legal Advisors to Merchant Bank and Corporate Advisors: Webber Wentzel
Reporting Accountants: KPMG Inc
Date: 24/11/2009 08:46:01 Produced by the JSE SENS Department.
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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.
