| Tue 28 Feb 2012, 14:30 | | COH - Curro Holdings Limited - Declaration announc |
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COH
COH
COH - Curro Holdings Limited - Declaration announcement of the Curro rights
offer and specific issue of shares to Thembeka Capital Limited and renewal of
cautionary announcement
Curro Holdings Limited
Incorporated in the Republic of South Africa
Registration Number: 1998/025801/06
Share code: COH
ISIN: ZAE000156253
("Curro" or "the Company")
DECLARATION ANNOUNCEMENT OF THE CURRO RIGHTS OFFER AND SPECIFIC ISSUE OF
SHARES TO THEMBEKA CAPITAL LIMITED AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are hereby advised that Curro intends to raise R348 222 414
by way of a partially underwritten renounceable rights offer ("the
Rights Offer"), of 58 037 069 new Curro ordinary shares ("Rights Offer
Shares") to qualifying shareholders at a subscription price of 600 cents
per Rights Offer Share, in the ratio of 36 Rights Offer Shares for every
100 Curro ordinary shares held on the Rights Offer record date, being
Friday, 13 April 2012.
2. RATIONALE FOR THE RIGHTS OFFER
The purpose of the Rights Offer is to repay a short term loan facility
made available by PSG Corporate Services (Pty) Limited to Curro and to
provide Curro with additional capital to finance the multiple
opportunities arising in the course of the rapid expansion of its
network of schools and to take advantage of new opportunities (such as
recently happened in the case of Woodhill) that the market currently
presents. Shareholders can view full details of the Woodhill acquisition
in the SENS announcement dated 22 November 2011.
3. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, 58 037 069 Rights Offer Shares will be
offered for subscription to Curro shareholders recorded in the Company`s
share register at the close of business on Friday, 13 April 2012, at a
subscription price of 600 cents per Rights Offer Share, in the ratio of
36 Rights Offer Shares for every 100 Curro shares held.
The Rights Offer price represents a discount of 48% to the 30 day volume-
weighted average traded price of Curro shares on the JSE Limited
("JSE"), as at 27 February 2012 and a 27% discount to the 30 day volume-
weighted average traded price of Curro shares on the JSE as at 25
November 2011, when the process of the Rights Offer was approved by the
board.
Excess applications for Rights Offer Shares will not be allowed and any
Rights Offer Shares that are not accepted, renounced or sold shall
revert back to the underwriter. The Rights Offer is not conditional upon
any minimum subscription being obtained.
The Rights Offer Shares issued will rank pari passu with the existing
issued shares of Curro.
4. IRREVOCABLE UNDERTAKING BY PSG FINANCIAL SERVICES LIMITED
PSG Financial Services Limited ("PSG Financial Services") has provided
Curro with an irrevocable undertaking to follow its rights in terms of
the Rights Offer and to subscribe for all the ordinary shares to which
it is entitled, meaning that its interest in Curro will not be diluted.
PSG Financial Services is a wholly owned subsidiary of PSG Group Limited
and currently holds 63.10% of the issued share capital of Curro.
5. FOREIGN SHAREHOLDERS
Any shareholder resident outside the common monetary area who receives
the Rights Offer circular and form of instruction, should obtain advice
as to whether any governmental and/or any other legal consent is
required and/or any other formality must be observed to enable such a
subscription to be made in terms of such form of instruction.
The Rights Offer does not constitute an offer in any jurisdiction in
which it is illegal to make such an offer and the rights offer circular
and form of instruction should not be forwarded or transmitted by
recipients thereof to any person in any territory other than where it is
lawful to make such an offer. The Rights Offer Shares have not been and
will not be registered under the Securities Act of the United States of
America. Accordingly, the Rights Offer Shares may not be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into the
United States or to, or for the account or benefit of, United States
persons, except pursuant to exemptions from the Securities Act. The
Rights Offer circular and the accompanying documents are not being, and
must not be, mailed or otherwise distributed or sent in, into or from
the United States. The Rights Offer circular does not constitute an
offer of any securities for sale in the United States or to United
States persons.
The Rights Offer contained in the Rights Offer circular does not
constitute an offer in the District of Colombia, the United States, the
Dominion of Canada, the Commonwealth of Australia, Japan or in any other
jurisdiction in which, or to any person to whom, it would not be lawful
to make such an offer. Non qualifying shareholders should consult their
professional advisers to determine whether any governmental or other
consents are required or other formalities need to be observed to allow
them to take up the Rights Offer, or trade their entitlement.
Shareholders holding Curro shares on behalf of persons who are non-
qualifying shareholders are responsible for ensuring that taking up the
Rights Offer, or trading in their entitlements under that offer, do not
breach regulations in the relevant overseas jurisdictions.
To the extent that non-qualifying shareholders are not entitled to
participate in the Rights Offer as a result of the aforementioned
restrictions, the allocated rights in respect of such non-qualifying
shareholders shall revert to Curro who shall be entitled to sell or
place same or failing which such rights will lapse.
6. UNDERWRITING AND SPECIFIC ISSUE OF SHARES TO THEMBEKA CAPITAL LIMITED
6.1 Underwriting
In order to obtain a meaningful black shareholder, Thembeka Capital
Limited ("Thembeka Capital" or "the Underwriter") has agreed to
partially underwrite the balance of the Rights Offer to the extent
that Curro shareholders, other than PSG Financial Services, do not
follow their rights. Thembeka Capital is a broad-based black-owned
and controlled investment holding company. In terms of the
underwriting agreement, there will be no underwriting fee payable
by the Company to the Underwriter.
6.2 Specific issue of shares to Thembeka Capital
6.2.1 In order to ensure that Thembeka Capital obtains a
meaningful stake in Curro, if insufficient shares are
obtained as part of the underwriting of the Rights Offer,
Curro has agreed to propose a specific issue of shares to
Thembeka Capital in terms of which the Company will issue
up to a maximum of 21 414 497 ordinary shares to Thembeka
Capital at 600 cents per share ("the Specific Issue").
The number of shares issued to Thembeka Capital in terms
of the Specific Issue will be reduced by the number of
shares that Thembeka Capital acquires as the Underwriter
of the Rights Offer.
6.2.2 The issue price of the Specific Issue is at a discount of
48% to the 30 day volume-weighted average trading price
of Curro shares on the JSE as at 27 February 2012 and a
27% discount to the 30 day volume-weighted average traded
price of Curro shares on the JSE as at 25 November 2011
when the process of the Rights Offer was approved by the
board.
6.2.3 The Specific Issue is regarded as an issue to a related
party of Curro, as defined in terms of the Listings
Requirements of the JSE and will require a fairness
opinion as the issue will be done at a discount as stated
in paragraph 6.2.2 above.
6.2.4 The Specific Issue is also subject to the fulfilment of
the condition precedent that the approval by the
requisite majority of shareholders in a general meeting
is obtained.
6.2.5 In the event that the Specific Issue is approved by
shareholders at the general meeting then, following the
Rights Offer and Specific Issue, Thembeka Capital will
hold between 8.9% and 9.8% of Curro. Thembeka Capital has
also committed to keep the shareholding for at least 5
years from the date of the Specific Issue. However,
should the Specific Issue not be passed by shareholders
in the general meeting for any reason whatsoever, the
Curro shares taken up by Thembeka Capital, by virtue of
being the Underwriter of the Rights Offer, will not be
subject to the 5 year lock-in period.
7. PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER AND SPECIFIC ISSUE
A separate SENS announcement detailing the pro forma financial effects
of the Rights Offer and the Specific Issue will be made in due course.
8. SALIENT DATES AND TIMES RELATING TO THE RIGHTS OFFER AND THE SPECIFIC
ISSUE
The salient dates and times relating to the Rights Offer and Specific
Issue are set out in the table below:
Last day to trade in Curro shares in order Wednesday, 4 April
to settle trades by the record date for the 2012
Rights Offer and to qualify to participate
in the Rights Offer (cum entitlement) on
Curro shares commence trading ex-rights on Thursday, 5 April
the JSE at 09:00 on 2012
Listing of and trading in the letters of Thursday, 5 April
allocation commences at 09:00 on 2012
Record date for purposes of determining the Friday, 13 April
Curro shareholders entitled to participate 2012
in the Rights Offer at the close of business
on
Circular, notice of general meeting and, Monday, 16 April
where applicable, form of instruction posted 2012
to shareholders on
Rights Offer opens at 09:00 on Monday, 16 April
2012
Holders of dematerialised Curro shares will Monday, 16 April
have their accounts at their CSDP or broker 2012
automatically credited with their letters of
allocation on
Holders of certificated Curro shares will Monday, 16 April
have their letters of allocation credited to 2012
an electronic register at the transfer
secretaries on
Last day to trade in order to be eligible to Friday, 4 May
vote at the general meeting 2012
Record date in order to be eligible to vote Friday, 11 May 2012
at the general meeting
Last day to trade in letters of allocation Friday, 11 May
in order to settle trades by the record date 2012
for the Rights Offer and participate in the
Rights Offer at the close of business on
Listing and trading of Rights Offer shares Monday, 14 May
commences on the JSE at 09:00 on 2012
General meeting held at 09:30 on Thursday, 17 May
2012
Last day for form of instruction to be Friday, 18 May 2012
lodged with the transfer secretaries by
holders of certificated Curro shares wishing
to sell all or part of their entitlement by
12:00 on
Rights Offer closes at 12:00 and payment to Friday, 18 May 2012
be made and form of instruction lodged by
holders of certificated Curro shares with
the transfer secretaries by that time on
(see note 2)
Record date for letters of allocation on Friday, 18 May 2012
CSDP/broker accounts credited with rights Monday, 21 May 2012
offer shares and Specific Issue shares and
debited with any payments due in respect of
holders of dematerialised Rights Offer
shares on
Rights Offer shares certificates in terms of Monday, 21 May 2012
the Rights Offer posted to holders of
certificated Rights Offer shares on or about
Results of Rights Offer and general meeting Monday, 21 May 2012
announced on SENS on
Notes:
1. Any changes to the above salient dates and times will be released
on SENS.
2. All times referred to in the announcement are local times in South
Africa.
3. Holders of dematerialised Curro shares are required to notify their
CSDP or broker of the action they wish to take in respect of the
Rights Offer in the manner and by the time stipulated in the
agreement governing the relationship between the Curro shareholder
and his CSDP or broker.
4. Curro share certificates may not be dematerialised or
rematerialised between, Thursday, 5 April 2012, and Friday, 13
April 2012, both days inclusive.
5. CSDPs effect payment in respect of holders of dematerialised Rights
Offer shares on a delivery versus payment basis.
6. To the extent that the rights are accepted, dematerialised
shareholders will have their accounts at their CSDP automatically
credited with their rights and certificated shareholders will have
their rights credited to an account at Computershare Investor
Services.
9. CIRCULAR TO SHAREHOLDERS
A circular will be posted, on or about Monday, 16 April 2012, to all
shareholders recorded in the register of the Company on Friday, 13 April
2012, containing:
9.1. full details of the terms of the Rights Offer and a form of
instruction in respect of the letter of allocation; and
9.2. full details of the Specific Issue incorporating a notice of
general meeting.
10. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 17
January 2012 and are advised that due to the fact that the pro forma
financial effects of the Rights Offer and the Specific Issue must still
be disclosed, shareholders are advised to continue exercising caution
when dealing in the Company`s securities until a further announcement is
made.
Durbanville
28 February 2012
Corporate Adviser
PSG Capital
Designated adviser
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 28/02/2012 13:58:02 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.
