OMNIA HOLDINGS LIMITED - Pricing of proposed rights offer, conclusion of shareholder underwriting agreement and withdrawal of cautionary

Pricing of proposed rights offer, conclusion of shareholder underwriting agreement and withdrawal of cautionary

OMNIA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
JSE code: OMN
ISIN: ZAE000005153
("Omnia" or the "Company")


PRICING OF PROPOSED RIGHTS OFFER, CONCLUSION OF SHAREHOLDER UNDERWRITING AGREEMENT AND WITHDRAWAL OF CAUTIONARY


Shareholders are referred to the announcements released on the Stock Exchange News Service ("SENS") of the
JSE Limited on Thursday, 30 May 2019 and Tuesday, 25 June 2019, wherein Omnia announced its intention to
undertake a rights offer in the amount of R2 billion (the "rights offer"), and the announcement released on SENS
on Friday, 26 July 2019 reflecting that Omnia had obtained the shareholder approvals required to proceed with the
rights offer.

The board of directors of the Company has resolved that the subscription price will be R20 per rights offer share
and, accordingly, that an aggregate of 100,000,000 shares will be issued in terms of the rights offer. On this basis,
the Company has now entered into an underwriting agreement with the following asset management entities, whose
clients are shareholders of the Company: Allan Gray Proprietary Limited, Coronation Asset Management
Proprietary Limited, Foord Asset Management Proprietary Limited, Kagiso Asset Management Proprietary
Limited, Old Mutual Investment Group Proprietary Limited and Prudential Investment Managers (South Africa)
Proprietary Limited (collectively, the "underwriters", who may act on behalf their clients when subscribing for
shares), in terms of which in aggregate the underwriters (acting on behalf of their clients or as principal) have
agreed to underwrite the rights offer in its entirety (the "shareholder underwriting agreement"). The only
condition to the shareholder underwriting agreement is that Omnia publishes its rights offer circular by no later
than 30 September 2019. Omnia is in the process of finalising and obtaining the required regulatory approvals for
its rights offer circular, which it expects to publish at the end of August 2019. Shareholders shall be updated in this
regard in due course.

With the conclusion of the shareholder underwriting agreement, the standby underwriting agreement entered into
between the Company and Absa Bank Limited, Investec Bank Limited, Rand Merchant Bank (a division of
FirstRand Bank Limited) and The Standard Bank of South Africa Limited (collectively, the "banks") is no longer
required and has therefore been terminated as of the date that the shareholder underwriting agreement was entered
into, including in respect of any advisory services which the banks had been providing in relation to the rights offer
structure as contemplated in the standby underwriting agreement.

As a result of this announcement of the rights offer price per share and the conclusion of the shareholder
underwriting agreement, shareholders are no longer advised to exercise caution in their dealings in Omnia shares.

Johannesburg
12 August 2019


Financial advisor and transaction sponsor
Java Capital

Legal advisor
Webber Wentzel

Date: 12/08/2019 07:45:00
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