| Fri 18 Dec 2009, 12:09 | | WEA - WG Wearne Limited - Finalisation Information Relating To The Rights |
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WEA
WEA
WEA - WG Wearne Limited - Finalisation Information Relating To The Rights
Offer
WG WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/005983/06)
JSE code: WEA
ISIN: ZAE000078002
JSE code for LAs: WEAN
ISIN for LAs: ZAE000143061
("Wearne" or "the company")
FINALISATION INFORMATION RELATING TO THE RIGHTS OFFER
1. Introduction
Shareholders are referred to the announcement, dated 23 November 2009,
and are advised that the relevant rights offer documentation has now
been registered by CIPRO and that Wearne will accordingly proceed with
a renounceable rights offer of up to 77 263 879 new ordinary shares
("rights shares") to its ordinary shareholders at a price of R0.40 per
rights offer share ("rights offer price") in the ratio of 42 rights
offer shares for every 100 ordinary shares held on 8 January 2010
("rights offer") in order to raise up to R30 905 552. The rights
shares, once issued, will rank pari passu in all respects with the
existing issued Wearne shares.
2. Salient dates and times
2009
Last day to trade in Wearne shares in order Thursday, 31
to qualify to participate in the rights December
offer (cum entitlement)
2010
Listing of letters of allocation on the JSE Monday, 4
under JSE code WEAN and ISIN ZAE000143061 January
at commencement of trading
Wearne shares commence trading ex-rights on Monday, 4
the JSE at commencement of trading January
Record date for participation in the rights Friday, 8
offer at the close of trade January
Rights offer circular and form of Monday, 11
instruction posted to shareholders, where January
applicable
Rights offer opens at commencement of Monday, 11
trading January
Dematerialised shareholders` accounts at Monday, 11
their CSDP or broker automatically credited January
with their entitlement
Certificated shareholders` entitlements Monday, 11
will be credited to an account held with January
the transfer secretaries
Last day to trade in letters of allocation Friday, 22
on the JSE January
Listing of rights shares subscribed for at Monday, 25
commencement of trading January
Rights offer closes - payments to be made Friday, 29
and form of instruction in respect of January
letters of allocation lodged by
certificated shareholders by 12:00
Record date for letters of allocation Friday, 29
January
Dematerialised shareholders` accounts Monday, 1
updated with entitlements and debited by February
their CSDP or broker and certificates
posted to certificated shareholders on or
about (see note 5)
Results of rights offer announcement Monday, 1
published on SENS on or about February
Refund cheques, if applicable, posted to Tuesday, 2
certificated shareholders in respect of February
excess applications on or about
Notes:
(i) Dematerialised shareholders are required to notify their duly
appointed CSDP or broker of their acceptance or otherwise of the rights
offer in the manner and time stipulated in the agreement governing the
relationship between such shareholders and their CSDP or broker.
(ii) All times indicated are South African times unless otherwise stated.
(iii) Share certificates may not be dematerialised or rematerialised
between Monday, 4 January 2010 and Friday, 8 January 2010, both days
inclusive.
(iv) The CSDP or broker accounts of dematerialised shareholders will be
automatically credited with new Wearne shares to the extent to which they
have accepted the rights offer. Wearne share certificates will be posted,
by registered post at the shareholders` risk, to certificated shareholders
in respect of the rights offer shares which have been accepted.
(v) CSDPs or brokers effect payment in respect of dematerialised
shareholders on a delivery versus payment method.
3. Subscription agreement and claw-back component of the rights offer
A subscription agreement has been entered into between the company and
certain individuals, trusts and companies ("the subscribers") in terms
of which the subscribers have agreed to advance an amount of R23
million to Wearne and to subscribe for 57 500 000 of the rights shares
("subscription shares") at the rights offer price ("the
subscription").
Parties other than the subscribers who have subscribed for rights
shares in terms of the rights offer will be able to "claw back" shares
from the subscribers.
All conditions precedent relating to the subscription agreement have
been fulfilled.
4. Excess applications
All rights shares not subscribed for in terms of the rights offer will
be available for allocation, on the same terms and conditions as the
rights shares allocated to them in terms of the rights offer, to
shareholders who wish to apply for a greater number of rights shares
than those offered to them in terms of the rights offer. The right to
apply for additional rights shares is transferable on renunciation.
The allocation of rights shares in respect of excess applications will
be equitable and will take cognizance of the number of Wearne shares
held by each applicant prior to such allocation and the number of
rights shares for which application is made by such applicant.
5. Foreign shareholders
Foreign shareholders may be affected by the rights offer, having
regard to prevailing laws in their respective jurisdictions. Such
foreign shareholders should inform themselves about and observe any
applicable legal requirements of such jurisdiction in relation to the
rights offer.
6. Circular
A circular setting out the detailed terms of the rights offer will be
posted to shareholders on Monday, 11 January 2010.
Randburg
18 December 2009
Designated Adviser
Vunani Corporate Finance
Legal adviser
Fluxmans Inc.
Date: 18/12/2009 12:09:01 Produced by the JSE SENS Department.
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