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Declaration announcement in respect of the fully co-underwritten non-renounceable rights offer
Sable Exploration and Mining Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
(Share Code: SXM ISIN Code: ZAE000303319)
("SEAM" or "the company")
DECLARATION ANNOUNCEMENT IN RESPECT OF THE FULLY CO-UNDERWRITTEN NON-
RENOUNCEABLE RIGHTS OFFER
Shareholders are referred to an announcement released on SENS on 23 February 2023 and 1
September 2023, in which SEAM announced that 52 213 608 ordinary no par value shares in the
authorised but unissued share capital of SEAM will be issued in terms of a rights offer at a subscription
price of 100 cents per share to raise R52 213 608.00
1. INTRODUCTION
SEAM shareholders are hereby advised that SEAM intends to raise R52,2 million by way of a fully
co-underwritten non-renounceable rights offer of 52 213 608 new ordinary no par value shares in
the ordinary share capital of SEAM at a subscription price of 100 cents per new ordinary share in
the ratio of 12 new ordinary shares for every 100 ordinary shares held in SEAM at the close of
business on Friday, 10 November 2023.
A circular to Shareholders, in respect of the Rights Offer, together with a specimen form of
instruction in respect of a non renounceable (nil paid) letter of allocation, will be published on
Monday, 6 November 2023 on SEAM's website www. sablemetals.co.za.
2. RATIONALE FOR THE RIGHTS OFFER
The purpose of the Rights Offer is to raise R52,2 million (before expenses), which will be utilised
for the following purposes:
Description Amount
Proceeds of the right issue R52 213 608
Repayment of shareholder loans R27 880 375
Estimated capital cost for the R15 000 000
beneficiation plant UJV
Long outstanding creditors R892 101
Guarantees at the DMRE R800 000
Working capital requirements R7 641 132
Total R52 213 608
3. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, SEAM is offering a total of 52 213 608 rights shares which will be
offered to Shareholders recorded in SEAM's share register at the close of business on the Record
Date, at the Rights Offer Issue Price of 100 cents per Rights Share, in the ratio of 12 new ordinary
shares for every 100 ordinary shares held at the close of business on Friday, 10 November 2023.
Excess applications for Rights Shares will not be allowed and any Rights Shares that are not
accepted, renounced, or sold shall revert to the underwriters. The Rights Offer is not conditional
upon any minimum subscription being obtained.
The allocation of Rights Shares will be such that Shareholders will not be allocated a fraction of
a Right Share and as such any entitlement to receive a fraction of a Rights Share which is less
than one-half of a Rights Offer share, will be rounded down to the nearest whole number; or is
equal to or greater than one-half of a rights share but less than a whole Rights Share, will be
rounded up to the nearest whole number
The Rights Shares issued will rank pari passu with the existing issued Shares.
4. IRREVOCABLE UNDERTAKING AND UNDERWRITING
SEAM received irrevocable undertakings with certain SEAM Shareholders in terms of which they
agreed to follow their Rights up to a maximum of 34 923 768 Rights Shares at 100 cents per
Rights Share.
SEAM received irrevocable undertakings from PBNJ Trading and Consulting (Pty) Limited and
Sable Metals and Minerals (Pty) Ltd ("Underwriters") to underwrite up to a maximum of
17 289 840 Rights Shares at 100 cents per Rights Share.
Below are the commitments made by the Underwriters and certain SEAM Shareholders in terms
of the Underwriting Agreements and the irrevocable undertakings received by SEAM:
Name Current direct Percentage Following Underwriting Total
beneficial Rights commitment
shareholding commitment shares
before Rights shares
Offer
PBNJ
2 604 547 59.86% 31 254 564 16 263 299 47 517 863
Trading and
Consulting
(Pty) Limited
James Allan 305 767 7.03% 3 669 204 - 3 669 204
Sable - - - 1 026 541 1 026 541
Metals and
Minerals
(Pty) Ltd
Total 2 910 314 66.89% 34 923 768 17 289 840 52 213 608
In terms of the underwriting agreement, no underwriting consideration will be paid to the
underwriters.
The underwriters were in a position at the date of signing the underwriting agreement, to meet their
commitments in terms of the underwriting agreement in conjunction with any other underwriting or
similar agreements running concurrently with the underwriting agreement.
5. SALIENT DATES AND TIMES
The definitions and interpretations commencing on page 3 of the circular apply mutatis mutandis
to this section.
2023
Rights Offer declaration data announcement released on Tuesday, 31 October
SENS
Rights Offer finalisation announcement released on SENS, Thursday, 2 November
by 11:00
Publication of circular on the website of the Issuer. Election Monday, 6 November
form for certificated shareholders to be included
Last day to trade in SEAM shares in order to settle by the Tuesday, 7 November
record date and to qualify to participate in the Rights Offer
(cum entitlement) on
Rights Offer Circular and, where applicable, a Form of Wednesday, 8 November
Instruction posted to Certificated SEAM Shareholders
Letters of allocation will be listed on the JSE at Wednesday, 8 November
commencement of trading but will be suspended from
trading on the JSE, at 9:00 on
Code: SXMN
ISIN:ZAE000320438
SEAM Ordinary Shares commence trading ex-rights on the
JSE at commencement of trading at 9:00 on
Record date for participation in the Rights Offer at the close Friday, 10 November
of business on
Rights offer opens at commencement of trading on Monday, 13 November
Dematerialised SEAM Shareholders will have their accounts Monday, 13 November
at their CSDP or broker automatically credited with Letters
of Allocation at 9:00
Certificated SEAM Shareholders on the Register will have Monday, 13 November
their Letters of Allocation credited to an electronic account
held with the Transfer Secretaries at 9:00 on
Circular, where applicable, posted or emailed to Qualifying Monday, 13 November
Dematerialised Shareholders
Last day to trade in Letters of Allocation on the JSE on Tuesday, 14 November
Record date for take-up Friday, 17 November
Rights offer closes at 12:00 – Friday, 17 November
In respect of Qualifying Certificated Shareholders wishing to
exercise all or some of their Rights, payment to be made
and Forms of Instruction to be lodged with the Transfer
Secretaries by 12:00 on
In respect of Qualifying Dematerialised Shareholders, CSDP
or broker accounts will be debited with the aggregate Rights
Offer subscription price and updated with Rights Shares by
12:00 on (see note 5)
Payment to be made by dematerialised shareholders Monday, 20 November
Rights Shares listed and issued on Monday, 20 November
Results of Rights Offer released on SENS Monday, 20 November
Notes:
1. The definitions and interpretations commencing on page 3 of this Circular apply, mutatis
mutandis, to this section on salient dates and times in respect of the Rights Offer.
2. All times referred to in this Circular are South African times.
3. No share certificates may be Dematerialised or rematerialised between Wednesday, 8
November 2023 and Friday, 10 November 2023, both days inclusive.
4. Dematerialised SEAM Shareholders are required to notify their duly appointed CSDP or
broker of their acceptance of the Rights Offer in the manner and time stipulated in the
agreement governing the relationship between such Shareholder and his/her/its CSDP or
broker.
5. The CSDP or broker accounts of Dematerialised SEAM Shareholders will be automatically
credited with new SEAM shares to the extent to which they have accepted the Rights Offer.
SEAM share certificates will be posted, by registered post at the shareholder's risk, to
Certificated SEAM Shareholders in respect of the Rights Shares which have been
accepted.
6. CSDPs effect payment in respect of Dematerialised SEAM Shareholders on a delivery
against payment basis.
31 October 2023
Sandton
Sponsor
Exchange Sponsors
Date: 31-10-2023 09:15:00
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