DECLARATION ANNOUNCEMENT IN RESPECT OF THE SYGNIA RIGHTS OFFER

Transcription

1 SYGNIA LIMITED (Incorporated in the Republic of South Africa) (Registration number 2007/025416/06) Share code on the JSE: SYG ISIN: ZAE ("Sygnia") DECLARATION ANNOUNCEMENT IN RESPECT OF THE SYGNIA RIGHTS OFFER Introduction and Salient terms of the Rights Offer Shareholders of Sygnia ( Shareholders ) are hereby advised that the board of Sygnia has resolved to pursue the implementation of a partially underwritten renounceable rights offer of ordinary shares ( Rights Offer Shares ) at a price of R9.00 per share ( Rights Offer Share Price ), in the ratio of Rights Offer Shares for every 100 ( Ratio of Entitlement ) Sygnia ordinary shares ( Ordinary Shares ) held at the close of trade on Friday, 28 July 2017 by Shareholders registered on the record date being Friday, 28 July 2017 ( Qualifying Shareholders ). The Company intends to raise R from existing Shareholders ( the Rights Offer ). The aforementioned Rights Offer Share Price represents a discount of approximately 20.8% to the prevailing 30-day volume weighted average price of the Ordinary Shares as at Monday, 10 July The Rights Offer Shares will rank pari passu with the existing issued Ordinary Shares of Sygnia. Shareholders are also referred to the quarterly update published on SENS simultaneously with this announcement and the Sygnia website. The quarterly update provides additional information in respect of Sygnia s assets under management and administration at 30 June 2017 as well as a strategy update related to the acquisition of db X- trackers (RF) Proprietary Limited ( DBX ). 1

2 Rationale for the Rights Offer As set out in the announcement released on SENS on Thursday, 30 March 2017, Sygnia entered into a sale of shares agreement to acquire DBX from Deutsche Group Holdings (SA) Proprietary Limited. The funding of the purchase price, which was paid on 7 July 2017, was facilitated by a bridge loan of R from Nedbank ( the Bridge Loan ). The purpose of the Rights Offer is to settle a portion of the Bridge Loan and, through a renouncement of rights by certain shareholders (referred to below under Irrevocable undertakings and underwriting ), to broaden the Company s shareholder base, introduce a strategic offshore shareholder and increase the shareholding of its majority black-owned and black-controlled shareholder, African Equity Empowerment Investments Limited (collectively the Renouncees ). The balance of the Bridge Loan will be settled in time with an appropriate term-funding structure. Excess shares application Qualifying Shareholders will have the right to apply for any excess Rights Offer Shares not taken up by other Qualifying Shareholders, subject to such entitlement to subscribe for Ordinary Shares ( the Rights ) pursuant to the Rights Offer being transferable upon renunciation of the letters of allocation, and any such excess Ordinary Shares will be attributed equitably, taking cognisance of the number of Ordinary Shares and Rights held by the Qualifying Shareholder immediately prior to such allocation, including those taken up as a result of the Rights Offer, and the number of excess Rights Offer Shares applied for by such Qualifying Shareholder. Irrevocable undertakings and underwriting The Company has secured an irrevocable undertaking from MF Wierzycka, to follow 100% of her Rights (held through her direct shareholding) to the value of R ( (14.64%) of the Rights Offer Shares). The Company has also secured an irrevocable undertaking from SJB Peile, a related party to MF Wierzycka, to follow 71.03% of his Rights (held through his direct shareholding) to the value of R ( (10.36%) of the Rights Offer Shares). SJB Peile (held through his direct shareholding) and MF Wierzycka and SJB Peile (held through their indirect shareholding in Zatoka Trust) intend to renounce their remaining Rights to the Renouncees. In addition, Ulundi Holdings, Mobula Trust and NJ Giles also intend to renounce all of their Rights to the Renouncees. The Renouncees have signed irrevocable undertakings to subscribe for Ordinary Shares associated with the renounced Rights to the value of R ( (50.6%) of the Rights Offer Shares). 2

3 The Company has entered into an underwriting agreement, in terms of which the underwriter will underwrite a quantum of Rights Offer Shares, taking into account the irrevocable commitments to subscribe for Ordinary Shares and possible excess applications. Fractional entitlement 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 Ordinary Shares will be issued and Qualifying Shareholders will be entitled to subscribe for rounded numbers of Ordinary Shares based on conventional rounding principals once the Ratio of Entitlement has been applied. Fractional entitlements that arise will be rounded up or down to the nearest whole number. Foreign jurisdiction The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and the circular and form of instruction should not be forwarded or transmitted by any person in any territory other than where it is lawful to make such an offer. Important dates and times Rights Offer: Finalisation announcement released on SENS Rights Offer: Finalisation announcement released in the South African press on Last day to trade in Ordinary Shares in order to settle trades by the Record date for the Rights Offer and to qualify to participate in the Rights Offer Circular together with the form of instruction published on the Sygnia website Listing of and trading in the letters of allocation under the JSE Code SYGN and ISIN ZAE on the JSE and Ordinary Shares commence trading ex-rights at 09:00 on Circular posted to certificated Shareholders together with a form of instruction Record date for the Rights Offer Wednesday, 19 July Thursday, 20 July Tuesday, 25 July Tuesday, 25 July Wednesday, 26 July Thursday, 27 July Friday, 28 July 3

4 Rights Offer opens at 09:00 on Certificated Shareholders will have their letters of allocation credited to an electronic account held at the Transfer Secretaries at 09:00 on Qualifying Shareholders who hold dematerialised Ordinary Shares will have their accounts at their Central Securities Depository Participant ( CSDP ) or broker credited with their entitlement at 9:00 on Circular posted to dematerialised Shareholders, where applicable Last day for trading letters of allocation on the JSE Form of Instruction by certificated Shareholders wishing to sell all or part of their entitlement to be lodged at the Transfer Secretaries by 12:00 on Listing of Rights Offer Shares and trading therein on the JSE commences on Rights Offer closes at 12:00. Payment to be made and Form of Instruction by Certificated Shareholders wishing to renounce or subscribe for all or part of the entitlement to be lodged at the Transfer Secretaries 1 by 12:00 on Record date for the letters of allocation Rights Offer Shares issued and Ordinary Share certificates posted to certificated Shareholders on or about CSDP or broker accounts in respect of dematerialised Shareholders will be updated with Rights Offer Shares and debited with any payments due on Results of Rights Offer announced on SENS Results of Rights Offer announced in the South African press on Refunds (if any) to certificated Shareholders in respect of unsuccessful excess applications made and share certificates posted to certificated Shareholders in respect of successful excess applications Dematerialised Shareholders' accounts updated and debited by their CSDP or broker (in respect of successful excess applications) Tuesday, 1 August Monday, 7 August Monday, 7 August Tuesday, 8 August Friday, 11 August Friday, 11 August Tuesday, 15 August Wednesday, 16 August Wednesday, 16 August 4

5 Notes: 1. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment method. 2. All times are South African times. 3. Sygnia Shareholders may not Dematerialise or rematerialise their Ordinary Shares between Wednesday, 26 July 2017, and Friday, 28 July 2017, both dates inclusive. 11 July 2017 Transaction Sponsor PricewaterhouseCoopers Corporate Finance (Pty) Ltd Legal Advisers Webber Wentzel Sponsor Nedbank Corporate and Investment Banking SYGNIA LIMITED Registration No. 2007/025416/06 7th Floor The Foundry Cardiff Street Green Point Cape Town 8001 P O Box Waterfront 8002 Tel: Fax: Unit 40 6th Floor Katherine and West Building West Street Sandton 2196 Tel: Fax: info@sygnia.co.za 5