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AFRICAN RAINBOW CAPITAL INVESTMENTS LIMITED - Finalisation Announcement Of The Fully Committed And Underwritten Pro Rata Non-Renounceable Rights Offer

Release Date: 17/09/2020 07:05
Code(s): AIL     PDF:  
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Finalisation Announcement Of The Fully Committed And Underwritten Pro Rata Non-Renounceable Rights Offer

African Rainbow Capital Investments Limited
(Incorporated in the Republic of Mauritius)
(Company number: C148430)
JSE and A2X code: AIL ISIN: MU0553S00000
(“ARC Investments” or “the Company”)

FINALISATION ANNOUNCEMENT OF THE FULLY COMMITTED AND UNDERWRITTEN PRO
RATA NON-RENOUNCEABLE RIGHTS OFFER


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN AND ANY OTHER TERRITORY WHERE THE EXTENSION OR MAKING OF
THE RIGHTS OFFER WOULD BE UNLAWFUL OR IN CONTRAVENTION OF CERTAIN LAWS OR REGULATIONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY
OTHER JURISDICATION.

Capitalised words and terms contained in this announcement shall bear the same meanings ascribed
thereto in the declaration data announcement released on SENS and A2X News Service on Tuesday,
15 September 2020 (“Declaration Announcement”).

ARC Investments shareholders are referred to the Company's Declaration Announcement wherein
shareholders were advised of ARC Investments’ intention to raise ZAR750 million, less expenses of the
Rights Offer of approximately ZAR3.5 million, through a fully committed and underwritten pro rata non-
renounceable Rights Offer of 272 727 273 ARC Investments ordinary shares ("Rights Offer Shares") at
a price of ZAR2.75 per Rights Offer Share ("Rights Offer Price"), in the ratio of 26.09711 Rights Offer
Shares for every 100 existing ARC Investments ordinary shares held on the record date for the Rights
Offer, being Friday, 25 September 2020.

The Rights Offer Price represents a 5.4% discount to the 30 day volume weighted average price of the
Ordinary Shares as at Thursday, 3 September 2020, being the last practicable date.

Shareholders are advised that the Company has received all necessary approvals to implement the
Rights Offer and the Rights Offer is unconditional. Salient dates and times of the Rights Offer remain
unchanged from those published in the Declaration Announcement.

Shareholders may commence trading Rights Offer Shares from commencement of business on
Monday, 5 October 2020. Shareholders are reminded that the letters of allocation (nil paid letters) are
not capable of being traded in as the Rights Offer is non-renounceable.

Further details of the Rights Offer will be disclosed in the Rights Offer circular, which will be available
on the Company's website, (http://www.arci.mu), from Monday, 21 September 2020, and which will be
distributed to qualifying certificated shareholders and qualifying dematerialised shareholders on Friday,
25 September 2020 and Monday, 28 September 2020 respectively.

Ebène, Mauritius (with simultaneous circulation in Johannesburg)

17 September 2020

Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Corporate Advisor: Deloitte Capital (Pty) Limited

Legal adviser as to South African law: Webber Wentzel

Legal adviser as to Mauritian law: BLC Robert & Associates
Important Notice

The information contained herein is not for release, publication or distribution, directly or indirectly, in or
into the United States, its territories or possessions, Canada, Australia, Japan, Hong Kong or any other
jurisdiction in which the distribution or release would be unlawful. These materials are not and do not
contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities
in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or any other state
or jurisdiction in which such release, publication or distribution would be unlawful. The securities to
which these materials relate (the “Securities”) have not been, and will not be, registered under the U.S.
Securities Act of 1933 (the “Securities Act”), and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the United States unless registered
under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration
under the Securities Act. There will be no public offer of the Securities in the United States. Subject to
certain exceptions, the Securities may not be offered or sold in Australia, Canada, Japan, Hong Kong
or any other jurisdiction in which it would be unlawful to do so or to, or for the account or benefit of, any
national, resident or citizen of such countries.

This announcement is only being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as “Relevant Persons”). The ARC
Investments Rights Offer shares are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such ARC Investments Rights Offer shares will be engaged
in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
announcement or any of its contents.

In any member state of the European Economic Area (other than the United Kingdom) that has
implemented Regulation (EU) 2017/1129 (the “Prospectus Regulation”), this announcement is only
addressed to and is only directed at qualified investors in that member state within the meaning of the
Prospectus Regulation.

Date: 17-09-2020 07:05:00
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