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Retail Apparel Group Limited
(Registration number 1946/021937/06)
JSE code: RAG ISIN number: ZAE 000013744
("RAG")
Terms of the rights offer
1. Introduction
Rand Merchant Bank is authorised to announce the terms of the rights offer
of RAG ordinary shares of 0.1 cent each ("RAG securities") ("rights offer").
2. Terms of the rights offer
The board of directors of RAG has resolved to proceed with the rights offer
on the following terms:
Amount to be raised (before expenses) R210 000 000
Number of RAG securities to be issued 2 625 000 000
Issue price per RAG security 8 cents
Ratio of the rights offer 13.125 RAG securities
for every RAG security held
Where the application of the ratio of the rights offer results in a fraction
of a RAG security, such fraction will be rounded to the nearest whole
number. Shareholders will be entitled to subscribe for the resultant
rounded number of RAG securities.
The RAG securities to be issued in terms of the rights offer will rank pari
passu with the RAG securities currently in issue.
3. Application for listing
The JSE Securities Exchange South Africa ("JSE") has approved the listing
of:
- 2 625 000 000 renounceable (nil paid) letters of allocation (JSE code:
RGGN, ISIN number: ZAE 000033247); and
- the 2 625 000 000 RAG securities to be issued in terms of the rights
offer.
4. Underwriting
The rights offer has been underwritten by McCarthy Retail Limited.
5. Salient dates
2001
The last day to trade in RAG
securities in order
to participate in the rights offer Friday 14 September
Letters of allocation listed Monday 17 September
Record date for participation in the
rights offer Friday 21 September
Rights offer opens Tuesday 25 September
Rights offer circular posted
to shareholders Tuesday 25 September
Last day to trade letters of allocation Friday 5 October
New RAG securities listed Monday 8 October
Rights offer closes Friday 12 October
Record date for letters of allocation Friday 12 October
Results of rights offer announced Monday 15 October
New RAG securities issued Monday 15 October
Shareholders holding their RAG securities in certificated form are advised
that the RAG share register will be closed from the close of business on
Friday 7 September 2001 until the close of business on Friday 21 September
2001, and that such shareholders will not be able to dematerialise their RAG
securities between these dates.
6. Financial effect of the rights offer
The table below reflects the financial effects of the rights offer on a
shareholder:
Per Before After Change
RAG security (cents) (cents) (%)
Attributable loss (1) 26.2 1.4 94.7
Headline loss (1) 19.4 0.9 95.4
Net asset value (2) 85.7 13.5 (84.2)
Notes:
(1) The attributable loss per RAG security and headline loss per RAG
security for the six months ended 31 December 2000 are compared to the pro-
forma attributable loss and headline loss per RAG security based on the
assumption that the rights offer had been implemented on 1 July 2000, and
that the proceeds of the rights offer had been used to repay debt incurring
interest at a pre-tax rate of 13.5% per annum
(2) The net asset value per RAG security at 31 December 2000 is compared to
the pro-forma net asset value per RAG security based on the assumption that
the rights offer had been implemented on 31 December 2000.
7. Rights offer documentation
The rights offer circular and letter of allocation have been lodged with the
Registrar of Companies for registration.
An English copy of the rights offer circular can be inspected at the
registered office of RAG, McCarthy Centre, 203 North Ridge Road, Durban,
4001 during normal business hours (Saturdays, Sundays and public holidays
excepted) from 09:00 on Friday 14 September until 16:00 on Friday 12
October.
Durban
7 September 2001
Merchant bank and sponsor
RAND MERCHANT BANK
CORPORATE FINANCE
A Division of FirstRand Limited
Attorneys
DENEYS REITZ
attorneys
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