| Wed 4 Aug 2010, 12:37 | | OMN - Omnia Holdings Limited - R1 Billion capital raising becomes |
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OMN
OMN
OMN - Omnia Holdings Limited - R1 Billion capital raising becomes
unconditional
OMNIA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/003680/06)
JSE code: OMN
ISIN: ZAE000005153
JSE Code for letters of allocation: OMNN
ISIN for letters of allocation: ZAE000147450
("Omnia" or "the Company")
R1 BILLION CAPITAL RAISING BECOMES UNCONDITIONAL
FINALISATION DATA ANNOUNCEMENT
1. INTRODUCTION
Omnia shareholders ("Shareholders") are referred to the announcements
published on the Securities Exchange News Service ("SENS") on Thursday,
20 May 2010 and Thursday, 29 July 2010 wherein Shareholders were advised
of a proposed R1 billion capital raising exercise to be implemented by
Omnia by way of a renounceable claw back offer and rights offer of 20
million new Omnia ordinary Shares ("Offer Shares") at R50 (fifty Rand)
("Subscription Price") per Offer Share ("the Offer").
In terms of the Offer, each Shareholder will be entitled to subscribe
for 42.3282 Offer Shares at R50 per Offer Share for every 100 Omnia
ordinary shares held by it as at Friday, 20 August 2010 ("the Record
Date"). In addition to this entitlement to subscribe for Offer Shares,
Shareholders will be allowed to apply for Offer Shares in excess of
their entitlement at the Subscription Price. In order to ensure that the
full R1 billion is raised, the Company has entered into a commitment and
an underwriting agreement with certain institutional investors in terms
of which they have agreed to subscribe for Offer Shares at the
Subscription Price, and has furthermore obtained irrevocable
undertakings from certain institutional Shareholders to follow their
rights in terms of the Offer and/or apply for Offer Shares in excess of
their entitlement in terms of the Offer, at the Subscription Price
(collectively, "Offer Commitments").
The board of directors of Omnia is pleased to advise Shareholders that
the following suspensive conditions pertaining to the Capital Raising
have been fulfilled:
- the Offer Commitments have become unconditional; and
- the circular setting out the detailed terms of the Offer and the
form of instruction in respect of the renounceable letters of
allocation ("LAs") have been registered by the Companies and
Intellectual Property Registration Office.
As a result the Offer has become unconditional and will be implemented
in accordance with the timetable set out in paragraph 2 below.
Mr Rod Humphris, Omnia Group CEO, said:
"Omnia is pleased to announce that the capital raising has become
unconditional and is pleased to allow Omnia shareholders the opportunity
to participate in the capital raising exercise embarked upon for the
purpose of constructing a new nitric acid complex. The commitments
provided to the capital raising exercise by investors and shareholders
guaranteeing that the full R1 billion will be raised represents a huge
vote of confidence in Omnia. The opportunities afforded to Omnia through
the successful implementation of the capital raising are exciting for
the group."
2. SALIENT DATES AND TIMES
The timetable relating to the Offer is detailed below:
2010
Last day to trade in Omnia ordinary shares Friday, 13 August
("Ordinary Shares") in order to settle by the
Record Date and to qualify to participate in the
Offer (cum entitlement)
Listing of LAs on the securities exchange Monday, 16 August
operated by the JSE Limited ("JSE") commences at
the commencement of trading
Ordinary Shares commence trading ex-rights on Monday, 16 August
the JSE at the commencement of trading
Record date for participation in the Offer at Friday, 20 August
the close of business
The Offer circular and, where applicable, a form Monday, 23 August
of instruction posted to Shareholders
The Offer opens at the commencement of trading Monday, 23 August
Dematerialised Shareholders will have their Monday, 23 August
accounts at their centralised securities
depository participant ("CSDP") or broker
automatically credited with their entitlement
Certificated Shareholders on the register will Monday, 23 August
have their entitlement credited
to an account held with Omnia`s transfer
secretaries
Last day to trade in LAs on the JSE Friday, 3
September
Listing of Offer Shares at the commencement of Monday, 6
trading on the JSE September
The Offer closes at 12:00 - payments to be made Friday, 10
and forms of instruction in respect of LAs September
lodged by certificated Shareholders by 12:00
Record date for LAs Friday, 10
September
Dematerialised Shareholders ` accounts will be Monday, 13
updated with entitlements and debited with money September
by their CSDP or broker and certificates posted
to certificated Shareholders
Results of the Offer released on SENS Monday, 13
September
Results of the Offer published in the press Tuesday, 14
September
Dematerialised Shareholders ` accounts will be Tuesday, 14
updated with excess Offer Shares (if any) and September
debited with money by their CSDP or broker
Share certificates and/or refund cheques in Wednesday, 15
respect of applications for excess shares will September
be posted to certificated Shareholders on or
about
Notes:
1. All times referred to in this announcement are South African times.
2. Ordinary Shares may not be dematerialised or rematerialised between
Monday, 16 August 2010 and Friday, 20 August 2010, both days inclusive.
3. Dematerialised Shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of Offer Shares in the manner and
within the time stipulated in the agreement governing the relationship
between the Shareholder and his/her CSDP or broker.
4. The CSDP or broker accounts of dematerialised Shareholders will be
automatically credited with Offer Shares to the extent to which they
have accepted the Offer. Omnia share certificates will be posted, by
registered post at the Shareholder`s risk, to certificated Shareholders
in respect of the Offer Shares which have been accepted.
5. CSDP`s effect payment in respect of dematerialised Shareholders on a
delivery versus payment basis.
LETTERS OF ALLOCATION
The LAs will be listed on the JSE on Monday, 16 August 2010 and will trade
under the JSE code: OMNN (short name: OMNIA NPL) and have been allocated an
ISIN number of ZAE000147450.
Johannesburg
4 August 2010
Directors
N J Crosse, R B Humphris, F D Butler, D L Eggers, N K H Fitz-Gibbon, R
Havenstein, H H Hickey,
Prof S S Loubser, Dr W T Marais, D C Radley, T R Scott.
Sole Bookrunner, Corporate Advisor and Sponsor
One Capital
Attorneys
Cliffe Dekker Hofmeyr Incorporated
Date: 04/08/2010 12:37:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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.
