| Mon 19 Apr 2010, 16:39 | | AGI - AG Industries Limited - Rights Offer Results Announcement |
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AGI
AGI
AGI - AG Industries Limited - Rights Offer Results Announcement
19 April 2010
AGI
AGI - AG Industries Limited - RESULTS OF THE AGI RIGHTS OFFER
AG INDUSTRIES LIMITED
("AGI" or "the Company")
(Incorporated in the Republic of South Africa)
Registration number 1980/004051/06
Share code: AGI
ISIN: ZAE000039467
RESULTS OF THE AGI RIGHTS OFFER
Shareholders are referred to the announcements released on SENS on 3 December
2009 and 5 March 2010 relating to the rights offer ("the Rights Offer") in
terms of which 4 112 520 940 newly created ordinary shares of AGI were
offered for subscription to shareholders ("Rights Offer Shares") in the ratio
of 20 Rights Offer Shares for every 1 AGI share held on the record date at an
issue price of 5 cents per Rights Offer Share.
The Rights Offer closed on Friday, 16 April 2010 and the results thereof are
set out in the table below.
Number of % of rights
rights offer offer
shares shares
Rights Offer Shares available 4 112 520 940 100.0%
for subscription
Rights Offer Shares subscribed 802 145 134 19.5%
for
Applications for Excess Rights 26 264 515 0.6%
Offer Shares allocated
Total Rights Offer Shares 828 409 649 20.1%
subscribed for
Rights Offer Shares due to 3 284 111 291 79.9%
Underwriters and Castellas
The Rights Offer was underwritten by the following lenders of AGI and its
subsidiaries (the "group"), ABSA Bank Limited, FirstRand Bank Limited, The
Hong Kong and Shanghai Banking Corporation Limited (Johannesburg branch),
Nedbank Limited and The Standard Bank of South Africa Limited (the
"Underwriters").
As detailed in the Rights Offer circular posted to shareholders on 23 March
2010, the Underwriters, AGI and Castellas Investment Holdings Limited
("Castellas") have also entered into a sale and cession agreement (the "Sale
and Cession Agreement"). In terms of the Sale and Cession Agreement the
Underwriters have sold and ceded to Castellas the right to be issued a
portion of the Rights Offer Shares to be issued to them in terms of their
underwriting commitment.
A total of 3 284 111 291 Rights Offer Shares were not subscribed for by the
public. After applying the terms of the Underwriting Agreement and the Sale
and Cession Agreement the Underwriters and Castellas will be issued such
Rights Offer Shares in the manner detailed in the table below:
Number of % of
Rights Offer Rights
Shares Offer
Acquired Shares
Acquired
ABSA Bank Limited 114 785 708 2.8%
FirstRand Bank Limited 114 365 425 2.8%
The Hong Kong and Shanghai Banking 149 669 365 3.6%
Corporation Limited (Johannesburg
branch)
Nedbank Limited 236 750 508 5.8%
The Standard Bank of South Africa 248 058 294 6.0%
Limited
Castellas 2 420 481 991 58.9%
After the implementation of the Sale and Cession Agreement, Castellas will
become the controlling shareholder of AGI with an effective 56,1%
shareholding of AGI`s issued ordinary shares.
The subscription consideration received from public subscriptions is R41 420
482.45 and will be applied to settle claims against AGI arising from existing
overdraft facilities provided to the Group.
The subscription consideration, in respect of the Rights Offer Shares to be
issued to the Underwriters and Castellas, will not be settled in cash but
will be discharged by set-off against the Underwriters` claims against AGI
arising from existing overdraft facilities provided to the Group.
A total of 26 264 515 excess Rights Offer Shares were applied for and have
been fully allocated.
Rights Offer Share certificates will be posted to holders of certificated
shares on or about Tuesday, 20 April 2010. The accounts of holders of
dematerialised shares who have followed their rights, will be updated and
accounts credited with the Rights Offer Shares and debited with the payment
by their CSDP or broker on or about 20 April 2010.
Johannesburg
19 April 2010
Directors: RJ Douglas++ (CEO), JC Saville, HR Levin* (Non-Executive
Chairman), AA Barrell* (Deputy Non-Executive Chairman), BE Danoher*#+, HF
Brown*+
*Non-Executive #Irish +Independent ++British
Registered office
1 Setchell Road, Roodekop, Germiston, 1401
PO Box 40443, Cleveland 2022
Transfer secretaries
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg 2001. PO Box 61051, Marshalltown 2107,
South Africa
www.ag-industries.com
Johannesburg
19 April 2010
Transaction Sponsor
KPMG Services (Proprietary) Limited
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Attorneys
To the Underwriters: Webber Wentzel
To Castellas: Bowman Gilfillan
To AGI HR Levin
Corporate Advisor: Favim Investments
Reporting Accountants and Auditors: Deloitte & Touche
Date: 19/04/2010 16:39:01 Produced by the JSE SENS Department.
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