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UNDERWRITTEN RIGHTS OFFER DECLARATION AND FINALISATION DATA ANNOUNCEMENT WITH REGARDS TO FINBOND GROUP LIMITED’S NOR
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL
ISIN: ZAE000138095
(“Finbond” or “the Company”)
UNDERWRITTEN RIGHTS OFFER DECLARATION AND FINALISATION DATA ANNOUNCEMENT
WITH REGARDS TO FINBOND GROUP LIMITED’S NORTH AMERICAN EXPANSION
1. INTRODUCTION AND TERMS OF THE RIGHTS OFFER
Shareholders are advised that the Board of Directors of Finbond have
resolved to implement a capital raising of approximately R412 million
by way of a partially underwritten rights offer (“the Rights Offer”)
in order to partially repay the loans that were extended to Finbond
during the course of September 2016 that allowed Finbond to conclude
the Americash Holding LLC and Creditbox.com LLC acquisitions.
In terms of the Rights Offer, 172 609 725 new Finbond ordinary shares
of 0.0001 cents each, in the authorised but unissued share capital of
the Company (“the Rights Offer shares”), will be offered for
subscription to Finbond shareholders recorded in the register at the
close of trade on Friday, 6 April 2018 who will receive rights to
subscribe for the rights offer shares on the basis of 22.18391 Rights
Offer shares for every 100 Finbond ordinary shares held, at 239 cents
per Rights Offer share.
2. RATIONALE FOR THE RIGHTS OFFER
The rationale for the Rights Offer is to raise funds to repay loans
that were extended to Finbond during the course of September 2016
that allowed Finbond to conclude the Americash Holding LLC and
Creditbox.com LLC acquisitions. Riskowitz Value Fund LP (“RVF”), Net
1 Finance Holdings Pty Ltd (“Net 1”) and Kings Reign International
Ltd (“KRI”) (“the Lenders”) have advanced a total of $37.5 million
(R545.25 million) to Finbond on condition that Finbond proposes a
Rights Offer to all shareholders and that the Lenders be afforded the
option to utilise these loans in accepting their rights in respect of
the Rights Offer for any portion of their loan that remains
outstanding at the repayment date.
The Lenders now have the option to accept their rights by converting
their loans to shares for any portion of their respective loan that
remains outstanding at the repayment date. Instead of subscribing for
cash, they will then instruct the Company to debit their loan
accounts and credit share capital. If any of the Lenders elect not to
accept their rights, the relevant shareholder loan(s) will remain in
effect and those Lender(s) will be afforded the opportunity to
convert the loan(s) into shares by way of a future Rights Offer.
The loan amounts of the loans extended are as follows:
• RVF $17.5 million (R254.45 million)
• Net 1 $10 million (R145.4 million)
• KRI $10 million (R145.4 million)
Should any of the Lenders elect to accept their rights and any
portion of their loan remains unsettled, that amount will be repaid
in cash after the Rights Offer is concluded by the funds raised by
the Rights Offer. RVF and Net 1 intend on accepting their rights in
terms of the Rights Offer.
The initial loan agreement and any subsequent amendments will be
available for inspection at the registered office of Finbond.
The Rights Offer allows all shareholders registered as such on the
record date an equal opportunity to participate in the capital
raising on a pari passu basis.
3. UNDERWRITING
Pursuant to the underwriting agreement between Finbond Group Limited,
RVF and Net 1, RVF agreed to partially underwrite the Rights Offer to
a maximum of R232 486 411 and Net 1 agreed to partially underwrite
the Rights Offer to a maximum of R132 849 378.
In terms of the Underwriting Agreement, an underwriting fee of 2.5%
of the additional amount underwritten over and above the amount for
full subscription of their own rights, is payable by Finbond to the
Underwriters in consideration for the commitments provided in terms
of the Underwriting Agreement. The Underwriters will not be paid any
fee for the subscription of their own rights in terms of the Rights
Offer.
4. EXCESS APPLICATIONS
Finbond shareholders will not be permitted to apply for new Finbond
shares in excess of their entitlement.
5. FRACTIONS
The whole number of rights to subscribe for Rights Offer shares to
which qualifying shareholders will become entitled will be determined
by the ratio of entitlement. Only whole numbers of new Finbond shares
will be issued and Finbond shareholders will be entitled to rounded
numbers of shares once the ratio has been applied, using the rounding
principle where allocations will be rounded up or down, as
appropriate with fractions of 0.5 and above being rounded up and
fractions below 0.5 being rounded down to the nearest whole number
resulting in allocations of whole numbers of rights offer shares, in
accordance with the Listings Requirements.
6. IMPORTANT DATES AND TIMES
2018
Rights Offer Declaration and Finalisation Data
announcement released on SENS Friday, 23 March
Last day to trade in Finbond Shares in order to
participate in the Rights Offer (cum entitlement) Tuesday, 3 April
Circular (and Form of Instruction) posted to Tuesday, 3 April
(Certificated) Shareholders and made available on the
website
Listing of and trading in the Letters of Allocation on
the JSE under JSE code FGLN and commences at 09:00 Wednesday, 4 April
Finbond Shares commence trading ex-Rights on the JSE at
09:00 Wednesday, 4 April
Record Date for the Rights Offer for purposes of
determining the Finbond Shareholders entitled to
participate in the Rights Offer at the close of business
on Friday, 6 April
Rights Offer opens at 09:00 Tuesday, 10 April
Certificated Shareholders will have their Letters of
Allocation credited to an electronic account held at the
Transfer Secretaries at 09:00 on Tuesday, 10 April
Dematerialised Shareholders will have their Letters of
Allocation credited to their accounts held at their CSDP
or broker at 09:00 on Tuesday, 10 April
Circular, where applicable, posted to Qualifying
Dematerialised Shareholders Tuesday, 17 April
Last day for trading Letters of Allocation on the JSE Tuesday, 17 April
In respect of Qualifying Certificated Shareholders
wishing to sell all or some of their Letters of
Allocation, Forms of Instruction to be lodged with the
Transfer Secretaries by 12:00 on Tuesday, 17 April
Listing of Rights Offer Shares and trading therein on the
JSE commences at 09:00 Wednesday, 18 April
Rights Offer closes at 12:00. Payment to be made and Form
of Instruction lodged by Certificated Shareholders at the
Transfer Secretaries Friday, 20 April
Record Date for Letters of Allocation Friday, 20 April
Rights Offer Shares issued and posted to Shareholders in
certificated form on or about Monday, 23 April
CSDP or Broker accounts in respect of Dematerialised
Shareholders will be updated with Rights Offer Shares and
debited with any payments due Monday, 23 April
Results of Rights Offer announced on SENS Monday, 23 April
Notes:
6.1. All references to dates and times are to local dates and times
in South Africa.
6.2. Holders of dematerialised Finbond 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 dematerialised shareholder and his CSDP or Broker.
6.3. Finbond Share certificates may not be dematerialised or
rematerialised between Wednesday, 4 April 2018 and Friday, 20
April 2018, both days inclusive.
6.4. CSDPs effect payment in respect of holders of dematerialised
rights offer shares on a delivery versus payment basis.
6.5. Dematerialised shareholders will have their accounts at their
CSDP or Broker automatically credited with their rights and
certificated shareholders will have their rights credited to
an account at the transfer secretaries.
6.6. Rights offer share certificates to be issued in terms of the
rights offer will be posted to persons entitled thereto, by
registered post, at the risk of the certificated shareholders
concerned.
6.7. Any material changes to the dates and times above will be
announced on SENS.
7. DOCUMENTATION
A circular to Finbond shareholders, setting out full details of the
rights offer, will be posted to shareholders on or about Tuesday, 3
April 2018. A form of instruction in respect of the letters of
allotment will be enclosed with the circular for use by Finbond
shareholders who have not dematerialised their Finbond shares. The
circular will also be available on the Company’s website
(www.finbondlimited.co.za) from Thursday, 22 March 2018.
8. RESTRICTIONS
Jurisdiction
The distribution of the circular, the Rights Offer, the Form of
Instruction and the transfer of the Rights Offer Shares and/or the
Rights to subscribe for the Rights Offer shares in jurisdictions
other than South Africa may be restricted by law and failure to
comply with any of those restrictions may constitute a violation of
the laws of any such jurisdiction. Neither the circular, nor any Form
of Instruction, may be regarded as an offer in any jurisdiction in
which it is illegal to make such an offer. In those circumstances,
the circular and any Form of Instruction are sent for information
purposes only.
It is the responsibility of any person outside South Africa
(including, without limitation, nominees, agents and trustees for
such persons) receiving this Circular and wishing to take up Rights
under the Rights Offer, to satisfy himself as to the full observance
of the applicable laws of any relevant territory, including obtaining
any requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes
due in such territories.
Non-Residents
The Shares issued in terms of the Rights Offer will not be registered
for purposes of the Rights Offer with the Securities and Exchange
Commission, Washington, D.C., the Canadian Provincial Securities
Commission, or the Australian Securities Commission under the
Australian Corporation Law, as amended. Accordingly, the Rights Offer
will not be made to or be open for acceptance by persons with
registered addresses in the United States of America or any of its
territories, dependencies, possessions or commonwealths or in the
District of Columbia or in the Dominion of Canada or in the
Commonwealth of Australia, its states, territories or possessions.
The CSDP or Broker will ensure that where such persons are holding
Finbond Shares in dematerialised form that the CSDP or Broker adheres
to the above restrictions.
Johannesburg
23 March 2018
Corporate Advisor and JSE Sponsor
Grindrod Bank Limited
Date: 23/03/2018 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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