Circular to Shareholders. relating to:

Transcription

1 GIJIMA GROUP LIMITED (formerly Gijima Ast Group Limited ) Incorporated in the Republic of South Africa (Registration number 1998/021790/06) Share code: GIJ ISIN: ZAE ( Gijima or the Company ) Circular to Shareholders relating to: a Rights Offer in respect of Shares made to Shareholders in the ratio of new Rights Offer Shares for every 100 Shares held at the close of trade on Friday, 31 May 2013 at a price of 5 cents per Rights Offer Share Revised Listing Particulars; and and including: a Form of Instruction in respect of a Letter of Allocation for use by Certificated Shareholders only. The Directors of Gijima, appointed as at the Last Practicable Date, whose names appear on page 9 of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement in this Circular false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required in law and by the Listings Requirements. This Rights Offer Circular incorporates revised listing particulars and is issued in compliance with the Listings Requirements of the JSE Limited, for the purpose of providing information with regard to the Company. The definitions and interpretations commencing on page 6 of this Circular apply to this cover page. This Circular is available in English only. Copies may be obtained from the registered offices of the Company, the Transfer Secretaries and the Merchant Bank and Sponsor at the addresses set out in the Corporate information and advisers section of this Circular from Monday, 3 June 2013 to Friday, 21 June 2013, both days inclusive. Shareholders will be able to inspect the Circular on the Company s website, from the date of issue of this Circular until Friday, 21 June 2013, both days inclusive. The Rights Offer opens at 09:00 on Monday, 3 June 2013 and closes at 12:00 on Friday, 21 June Date of issue: Monday, 3 June 2013 Merchant Bank and Sponsor Legal Advisors Independent Reporting Accountants and Auditors

2 CORPORATE INFORMATION Company Secretary ithemba Governance and Statutory Solutions (Pty) Ltd (Registration number 2008/008745/07) Block 5, Suite 102 Monument Office Park 79 Steenbok Avenue Monument Park (PO Box 25160, Monument Park, 0105) Transfer Secretaries Link Market Services South Africa (Pty) Ltd (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street, Braamfontein Johannesburg 2001 (PO Box 4844, Johannesburg, 2000) Merchant Bank and Sponsor Rand Merchant Bank (a division of FirstRand Bank Limited) (Registration number 1929/001225/06) 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton 2146 (PO Box , Sandton, 2146) Gijima Registered Office (Registration number 1998/021790/06) Jupiter Building, Gijima Office Park 47 Landmarks Avenue Kosmosdal Samrand Centurion 0157 (PO Box 10629, Centurion, 0046) Legal Advisors Webber Wentzel 10 Fricker Road Illovo Boulevard Johannesburg 2196 (PO Box 61771, Marshalltown, 2107) Independent Reporting Accountants and Auditors KPMG Inc (Registration number 1999/021543/21) KPMG Crescent 85 Empire Road Parktown 2193 (Private Bag X9, Parkview, 2122) Date and place of incorporation: 3 November 1998, South Africa

3 CONTENTS Corporate information Page Inside front cover Action required by Shareholders 2 Salient dates and times 5 Definitions and interpretations 6 Section A: Information relating to the Rights Offer 9 1. Introduction 9 2. Use of proceeds 9 3. Information on the Rights Offer Unaudited pro forma financial information Estimated expenses in relation to the Rights Offer 17 Section B: Information regarding Gijima Background information on Gijima Financial information Information on the Directors and senior management Additional information Directors responsibility statement Consents Working capital statement Documents available for inspection 30 Annexure 1: Table of entitlement 32 Annexure 2: Information on the Underwriters 34 Annexure 3: Annexure 4: Unaudited pro forma statement of financial position and statement of comprehensive income 36 Independent reporting accountants reasonable assurance report on the compilation of pro forma financial information 39 Annexure 5: Trading history of the Shares on the JSE 41 Annexure 6: Annexure 7: Annexure 8: Historical financial information of Gijima for the years ended 30 June 2010, 30 June 2011 and 30 June 42 Interim financial results of Gijima for the six months ended 31 December 2011 and 31 December 82 Information on the Directors and senior management of Gijima and its major subsidiaries 92 Annexure 9: Extracts from the MOI 99 Annexure 10: Investments in subsidiaries 101 Annexure 11: Corporate governance 103 Form of Instruction Enclosed 1

4 ACTION REQUIRED BY SHAREHOLDERS The definitions and interpretations commencing on page 6 of this Circular apply to the Action required by Shareholders section of the Circular. If you are in any doubt as to what action you should take, you should consult your CSDP, Broker, banker, legal adviser, accountant or other professional adviser immediately. If you have disposed of all of your Shares, this Circular should be forwarded to the purchaser to whom, or the CSDP, Broker, banker or agent through whom, you disposed of such Shares except that this Circular should not be forwarded or transmitted by you to any person in any territory other than South Africa unless the Rights Offer can lawfully be made to such person or in such territory. The Rights that are represented by Letters of Allocation are valuable and may be traded on the JSE. Letters of Allocation can, however, only be traded in Dematerialised form and accordingly, all Letters of Allocation have been issued in Dematerialised form. The electronic record for holders of Certificated Shares is being maintained by the Transfer Secretaries and this has made it possible for holders of Certificated Shares to enjoy similar rights and opportunities as holders of Dematerialised Shares in respect of trades on the JSE of the Letters of Allocation, to the extent possible. Instructions on how to sell the Rights represented by the Letters of Allocation are set out in paragraph 3.10 of this Circular. Action required by holders of Certificated Shares A Form of Instruction for completion by Qualifying Shareholders who hold Certificated Shares is enclosed with this Circular and the relevant procedure for participation in the Rights Offer is set out below: A Letter of Allocation will be created in electronic form with the Transfer Secretaries to afford holders of Certificated Shares the same rights and opportunities as those who have already Dematerialised their Shares. If you do not wish to subscribe for all of the Rights allocated to you as reflected in the Form of Instruction, you may either dispose of or renounce all or part of your entitlement as follows: if you wish to sell all or part of your entitlement, you must complete Form A in the enclosed Form of Instruction and return it to the Transfer Secretaries so as to be received by no later than 12:00 on Thursday, 13 June The Transfer Secretaries will endeavour to procure the sale of Rights on the JSE on your behalf and to remit the net proceeds thereof in accordance with your instructions. In this regard, neither the Transfer Secretaries nor Gijima will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to dispose of such entitlements. Please note that the last day to trade any Letter of Allocation is Thursday, 13 June 2013; and if you wish to renounce your entitlement in favour of any named renouncee, you must complete Form B in the enclosed Form of Instruction, and the renouncee must complete Form C in the enclosed Form of Instruction and return it to the Transfer Secretaries, to be received by no later than 12:00 on Friday, 21 June 2013, together with a bank-guaranteed cheque or bank draft for the appropriate amount. If you are a Qualifying Shareholder holding Certificated Shares and wish to subscribe for all or part of your entitlement in terms of the enclosed Form of Instruction, you must complete the enclosed Form of Instruction in accordance with the instructions contained therein and lodge it, together with the amount due in Rands, with the Transfer Secretaries as follows: Hand deliveries to: Postal deliveries to: Gijima Group Limited Rights Offer Gijima Group Limited Rights Offer C/o Link Market Services South Africa (Pty) Ltd C/o Link Market Services South Africa (Pty) Ltd 13th Floor, Rennie House PO Box Ameshoff Street, Braamfontein Johannesburg, 2000 Johannesburg, 2001 so as to be received by the Transfer Secretaries by no later than 12:00 on Friday, 21 June To the extent that you subscribe for the Rights allocated to you, you will receive the Rights Offer Shares in Certificated form. You will only be able to sell your Rights Offer Shares on the JSE through the Strate system once the Rights Offer Shares have been Dematerialised. 2

5 If the required documentation and payment has not been received in accordance with the instructions contained in the enclosed Form of Instruction (either from the Qualifying Shareholders or from any person in whose favour the Rights have been renounced) by 12:00 on Friday, 21 June 2013, then the Rights to those unsubscribed Shares will be deemed to have been declined and the Rights Offer entitlement will lapse. Instructions on how to apply for excess Rights Offer Shares are set out in paragraph 3.8 of this Circular. Action required by holders of Dematerialised Shares If you are a Qualifying Shareholder holding Dematerialised Shares, you will not receive a printed Form of Instruction and you should receive notification from your CSDP or Broker regarding the Rights to which you are entitled in terms of the Rights Offer. Your CSDP or Broker will credit your account with the number of Rights to which you are entitled and you are required to notify your CSDP or Broker: whether you wish to follow your Rights in terms of the Rights Offer and, if so, in respect of how many Rights Offer Shares; if you do not follow all or any of your Rights; whether you wish to sell your Rights and, if so, how many Rights you wish to sell; or whether you wish to renounce your Rights and, if so, how many Rights and in favour of whom you wish to renounce those Rights. If you are a Qualifying Shareholder holding Dematerialised Shares and wish to follow your Rights in respect of the Rights Offer, you are required to notify your duly appointed CSDP or Broker of your acceptance of the Rights Offer in the manner and time stipulated in the custody agreement governing the relationship between yourself and your CSDP or Broker. If you are not contacted, you should contact your CSDP or Broker and provide them with your instructions. If your CSDP or Broker does not obtain instructions from you, they are obliged to act in terms of the mandate granted to them by you, or if the mandate is silent in this regard, not to subscribe for Shares in terms of the Rights Offer. Gijima does not take responsibility and will not be held liable for any failure on the part of any CSDP or Broker to notify you of the Rights Offer and/or to obtain instructions from you to subscribe for the Rights Offer Shares and/or to sell the Rights allocated. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery versus payment basis. You must ensure that you have sufficient funds in your account to settle the issue price in respect of the Rights Offer Shares for which you apply. Instructions on how to apply for excess Rights Offer Shares are set out in paragraph 3.8 of this Circular. Jurisdiction The Rights Offer Shares and the Rights Offer documentation will not be registered with any authority in any jurisdiction other than South Africa. The distribution of this 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 to certain persons in territories 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 territory. Neither this Circular, nor any Form of Instruction, is to be regarded as an offer or invitation to any person in any jurisdiction other than South Africa to the extent that any applicable legal requirement in such jurisdiction has not been complied or it is for any reason illegal or unlawful to make such an offer or invitation in such jurisdiction to such person. In those circumstances, this Circular is sent for information purposes only. The Rights, the Rights Offer Shares and the Letters of Allocation have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except in accordance with the registration requirements of the Securities Act or an applicable exemption therefrom and in compliance with any applicable securities laws of any state or other jurisdiction of the US. Accordingly, subject to certain exceptions, Gijima is not extending the Rights Offer into the United States and neither this Circular nor any Letter of Allocation constitutes or will constitute or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Rights, Rights Offer Shares or Letter of Allocation in the United States. This Circular and Form of Instruction should not be forwarded or transmitted by you to any person in any territory, other than where the Rights Offer made to such person in such territory is compliant with the applicable laws of that territory. It is the responsibility of any person outside South Africa (including, without limitation, custodians, nominees, agents and trustees for such persons) receiving this Circular and wishing to take up Rights under the Rights Offer, to satisfy itself as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other 3

6 requisite formalities and paying any issue, transfer or other taxes due in such territories. Shareholders outside of South Africa should consult their professional advisers to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the Rights Offer, or trade their entitlement. Shareholders holding Gijima Shares on behalf of persons who are non-qualifying Shareholders are responsible for ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach regulations in the relevant overseas jurisdictions, and should not in connection with the Rights Offer distribute in or send the Circular into any jurisdiction or transfer Rights to any person in, or citizen or resident of any such jurisdiction where to do so would or might contravene local securities laws or regulations. Any person who does forward this Circular or a Letter of Allocation into any such jurisdiction (whether under a legal or contractual obligation or otherwise) should draw the recipient s attention to the provisions of paragraph Any person taking up the Rights Offer, or trading in their entitlements under the Rights Offer makes the representations and warranties to the Company and the Underwriter set out in paragraph 3.15 of this Circular. Non-residents Shareholders who are Non-residents are referred to paragraph 3.13 of the Circular regarding applicable Exchange Control Regulations. 4

7 SALIENT DATES AND TIMES 2013 Last day to trade in Shares in order to participate in the Rights Offer (cum entitlement) Shares commence trading ex-entitlement at 09:00 on Listing of and trading in the Letters of Allocation on the JSE commences at 09:00 on Record Date for the Rights Offer for purposes of determining Shareholders entitled to participate in the Rights Offer at the close of trade on Rights Offer Circular and Revised Listing Particulars as well as a Form of Instruction, where applicable, posted to Shareholders Rights Offer opens at 09:00 on Letters of Allocation credited to an electronic account held at the Transfer Secretaries in respect of holders of Certificated Shares and CSDP or Broker accounts credited with entitlements in respect of holders of Dematerialised Shares Last day for trading Letters of Allocation on the JSE in order to settle trades by the close of the Rights Offer Listing of Rights Offer Shares and trading therein on the JSE commences at 09:00 on For Certificated Shareholders wishing to accept all or part of their entitlement, payment to be made and Forms of Instruction to be lodged with the Transfer Secretaries by 12:00 on Rights Offer closes at 12:00 on Record date for the Letters of Allocation Rights Offer Shares issued on or about CSDP or Broker accounts in respect of holders of Dematerialised Shares debited with the payment due and updated with Rights Offer Shares and Share certificates posted to Certificated Shareholders on or about Results of the Rights Offer announced on SENS Results of the Rights Offer published in the press Rights Offer Shares in respect of successful excess applications (if applicable) issued on or about Refund payments made and/or Share certificates posted to Certificated Shareholders and/or CSDP accounts credited in respect of excess applications (if applicable) on or about Friday, 24 May Monday, 27 May Monday, 27 May Friday, 31 May Monday, 3 June Monday, 3 June Monday, 3 June Thursday, 13 June Friday, 14 June Friday, 21 June Friday, 21 June Friday, 21 June Monday, 24 June Monday, 24 June Monday, 24 June Tuesday, 25 June Wednesday, 26 June Wednesday, 26 June Notes: 1. Share certificates in respect of Shares may not be Dematerialised or rematerialised between Monday, 27 May 2013 and Friday, 31 May 2013, both days inclusive. 2. If you are a Qualifying Dematerialised Shareholder you are required to notify your duly appointed CSDP or Broker of your acceptance of the Rights Offer in the manner and time stipulated in the agreement governing the relationship between yourself and your CSDP or Broker. 3. CSDPs effect payment on a delivery versus payment method in respect of Qualifying Dematerialised Shareholders. 4. All times are South African times. 5. Share certificates in respect of Rights Offer Shares will be posted at the risk of the Qualifying Certificated Shareholders (or their renouncees). This Circular is only available in English. Additional copies of the Circular will be made available at the registered offices of Gijima, the Transfer Secretaries and Rand Merchant Bank, the addresses of which are set out in the Corporate information section of this Circular. 5

8 DEFINITIONS AND INTERPRETATION In this Circular and its annexures, unless otherwise stated or the context otherwise indicates, the words and expressions in the first column shall have the meanings stated opposite them in the second column and words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include corporations and associations of persons and vice versa and any reference to one gender shall include the other genders: Act or Companies Act Allan Gray Authorised Dealer Board or Directors Broker Business Day Certificated Shareholders Certificated Shares Circular Common Monetary Area CSDP Dematerialisation Dematerialised Shareholders Dematerialised Shares Document of Title EPS Exchange Control Regulations Excluded Foreign Shareholders Form of Instruction the Funders the Companies Act, No 71 of 2008, as amended; Allan Gray (Pty) Ltd, acting for and on behalf of its clients, as duly authorised agent and investment manager; a person authorised to deal in foreign exchange as contemplated in the Exchange Control Regulations; the board of directors of Gijima, as at the Last Practicable Date, whose names are set out in page 9 of this Circular; a stockbroker as defined in the Securities Services Act; any day other than a Saturday, Sunday or official public holiday in South Africa; Shareholders who hold Certificated Shares; Shares which are certificated securities as defined in section 29 of the Securities Services Act, such Shares being evidenced by a certificate or other Document of Title; this bound document dated Monday, 3 June 2013 relating to the Rights Offer, incorporating revised listing particulars and including the annexures hereto and the attached Form of Instruction (where applicable); collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; a depository institution or central securities depository participant accepted by Strate as a participant in terms of the Securities Services Act; the process by which certificated securities are converted to or held in electronic form as uncertificated securities and recorded as such in a sub-register of members maintained by a CSDP; Shareholders who hold Dematerialised Shares; Shares which have been through the Dematerialisation process; share certificates, certified transfer deeds, balance receipts or any other documents of title to Shares; earnings per share; the Exchange Control Regulations, 1961, as amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act, No 9 of 1933, as amended; Shareholders which are resident in, or have registered addresses in, the United Kingdom, European Economic Area, Canada, the United States of America, Japan, or Australia; a printed, personalised Form of Instruction in respect of Letters of Allocation reflecting the Rights of Qualifying Certificated Shareholders and on which Certificated Shareholders are entitled to indicate whether they wish to take up their Rights or sell or renounce all or a portion of their Letter of Allocation; the holders of debentures issued by GijimaAst Finance, as at the Last Practicable Date; 6

9 Futuregrowth Gijima or the Company Futuregrowth Asset Management (Pty) Ltd, acting for and on behalf of its clients, as duly authorised agent and investment manager; Gijima Group Limited, registration number 1998/021790/06, a limited liability public company duly incorporated in accordance with the company laws of South Africa, the Shares of which is listed on the JSE; GijimaAst Finance GijimaAST Finance Proprietary Limited, registration number 2006/007198/07, a limited liability private company duly incorporated in accordance with the company laws of South Africa, which is an independently owned special purpose entity with whom the Group entered into various agreements including, inter alia, the sale of existing and future trade receivables; Gijima Group or the Group Guma Group Heads of Agreement HEPS IFRS Income Tax Act Investec AM JSE JSE Listings Requirements collectively, Gijima and its subsidiaries (including their subsidiaries); collectively, Guma Tech (Pty) Ltd, Guma Support (Pty) Ltd, Guma Investment Holdings (Pty) Ltd and Guma Tech Group (Pty) Ltd, being a 6.5% shareholder in Gijima; the agreement dated 2 April 2013 entered into between, amongst others, Gijima and the Funders; headline earnings per share; International Financial Reporting Standards as issued by the Board of the International Accounting Standards Committee from time to time; the Income Tax Act, No 58 of 1962, as amended; Investec Asset Management (Pty) Ltd, acting for and on behalf of its clients, as duly authorised agent and investment manager; JSE Limited, registration number 2005/022939/06, a limited liability public company duly incorporated in accordance with the company laws of South Africa and licensed to operate an exchange in terms of the Securities Services Act; the Listings Requirements of the JSE, as amended; King Report III Report King Report and Code of Governance Principles for South Africa 2009; Last Practicable Date Letter of Allocation Letter of Undertaking Link Market Services or Transfer Secretaries Listings Requirements MOI Principal Shareholders Prospective Financial Information NAV Non-resident Qualifying Certificated Shareholders Qualifying Dematerialised Shareholders Friday, 10 May 2013, being the last practicable date prior to the finalisation of this Circular; a renounceable (nil paid) letter of allocation by the Company to Qualifying Shareholders in Dematerialised Form, conferring a Right on the holder thereof; the agreement dated 2 April 2013 entered into between Gijima, the Principal Shareholders and the Underwriters; Link Market Services South Africa (Pty) Ltd, registration number 1929/001225/06, a limited liability private company duly incorporated in accordance with the company laws of South Africa; the JSE Limited Listings Requirements, as amended; the Memorandum of Incorporation of Gijima, adopted by shareholders at the AGM held on 23 November ; Guma Group, Allan Gray and Investec AM; the information and financial projections provided to the Senior Debenture holders by the Company on or about 28 March 2013; net asset value; a person who is not considered to be ordinarily resident in South Africa in terms of Exchange Control Regulations; Qualifying Shareholders who hold Certificated Shares; Qualifying Shareholders who hold Dematerialised Shares; 7

10 Qualifying Shareholder Rand or R or cents Rand Merchant Bank or RMB Record Date Register Reporting Accountants and Auditors Revised Listing Particulars Right/s a holder of Shares registered as such in the Register on the Record Date; South African Rand and cents, being the official currency of South Africa; Rand Merchant Bank, a division of FirstRand Bank Limited, registration number 1929/001225/06, a limited liability public company duly incorporated in accordance with the company laws of South Africa; the last day for Shareholders to be recorded in the Register in order to participate in the Rights Offer, being close of business on Friday, 31 May 2013; the register of Certificated Shareholders maintained by the Transfer Secretaries and the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs in accordance with section 50 of the Companies Act; KPMG Inc, registered accountants and auditors, registration number 1999/01543/21, a company duly registered and incorporated with limited liability in accordance with the laws of South Africa; the revised listing particulars of Gijima contained in this Circular; the right/s to subscribe for Rights Offer Shares at the Rights Offer Price, pursuant to the Rights Offer; Rights Offer the fully underwritten renounceable rights offer of Rights Offer Shares at the Rights Offer Price, in the ratio of Rights Offer Shares for every 100 Shares held on the Record Date; Rights Offer Price Rights Offer Shares Securities Services Act Securitisation Senior Debentures SENS Shareholders Shares or Gijima Shares South Africa South African Exchange Control Regulations Strate Tangible Net Asset Value Per share or Tangible NAV Per Share Underwriters VAT the subscription price payable per Rights Offer Share, being 5 cents; the new Shares which are being offered pursuant to the Rights Offer, which amount to Shares in total; the Securities Services Act, No 36 of 2004, as amended; the trade receivables securitisation funding programme established by Gijima and pursuant to which debentures are issued by GijimaAst Finance from time to time; the unsubordinated senior debentures under a consolidated amended trust deed entered into between Gijima Finance and PT&A Trustees (Pty) Limited, dated on or about 2 July ; the Stock Exchange News Service of the JSE; holders of Shares; ordinary shares issued by Gijima; the Republic of South Africa; the Exchange Control Regulations in terms of section 9 of the Currency and Exchanges Act, No 9 of 1933, as amended; Strate Limited, registration number 1998/022242/06, a limited liability public company duly incorporated in accordance with the company laws of South Africa, and which is a registered central securities depository responsible for the electronic custody and settlement system of the JSE; net asset value per share excluding intangible assets and goodwill; Guma Group and Futuregrowth; value-added tax, payable in terms of the Value-Added Tax Act, No 89 of 1991, as amended; and Yebo Guma Yebo Guma Investments (Pty) Ltd, registration number 1997/01132/07, a limited liability private company duly incorporated in accordance with the company laws of South Africa. 8

11 GIJIMA GROUP LIMITED (formerly Gijima Ast Group Limited ) Incorporated in the Republic of South Africa (Registration number 1998/021790/06) Share code: GIJ ISIN: ZAE ( Gijima or the Company ) CIRCULAR TO SHAREHOLDERS Non-executive Directors RW Gumede (Chairman) AH Trikamjee * JCL van der Walt * M Macdonald * MHR Bussin * * Independent non-executive Directors Executive Directors E Wilton (Interim Chief Executive Officer) CJH Ferreira (Chief Financial Officer) Company Secretary ithemba Governance and Statutory Solutions (Pty) Ltd SECTION A: INFORMATION RELATING TO THE RIGHTS OFFER 1. Introduction Shareholders are referred to the cautionary announcement published on SENS on 28 March 2013 relating to a proposed renounceable Rights Offer. In terms of the Securitisation, GijimaAst Finance presently has R255 million secured Senior Debentures in issue, presently held by the Funders. Pursuant to the Securitisation, GijimaAst Finance is subject to a number of financial covenants, including a minimum asset cover and gearing covenant. The Company and the Funders have entered into the Heads of Agreement, in terms of which the Funders have conditionally agreed to provide temporary leniency in respect of non-compliance by GijimaAst Finance with such covenants. One of the conditions upon which such leniency is to be granted is that sufficient equity capital must be raised by Gijima, and funds made available by Gijima to GijimaAst Finance, to ensure that GijimaAst Finance will meet the required minimum asset cover ratio and have sufficient funding reserves to cater for unforeseen risks. It was proposed that R150 million of new equity would be raised by Gijima by way of the Rights Offer. 2. Use of proceeds The proceeds from the Rights Offer will be used, inter alia, to recapitalise the Company, to provide a funding injection to GijimaAst Finance in order to ensure compliance by GijimaAst Finance with its Securitisation funding covenants, to fund the working capital requirements of the Company going forward and to redeem a portion of the Senior Debentures. 9

12 3. Information on the Rights Offer 3.1 Terms of the Rights Offer In terms of the Rights Offer Gijima will offer Rights Offer Shares at a subscription price of 5 cents per Rights Offer Share, in the ratio of Rights Offer Shares for every 100 Shares held by Shareholders at the close of business on the Record Date for the Rights Offer. The Rights Offer Shares will, upon allotment and issue, rank pari passu with all other existing Shares in all respects, including in terms of both voting rights and dividends. The Rights Offer Shares do not have any convertibility or redemption provisions. The Rights Offer Shares, once issued, will be fully paid up and freely transferable. The Rights Offer is supported by Shareholders, collectively holding or managing 70.0% of Shares as detailed in paragraph 3.5 of this Circular. 3.2 Entitlement The number of Rights Offer Shares to which Qualifying Shareholders will be entitled by reference to the number of Shares held on the Record Date, is set out in the Table of Entitlement in Annexure 1 to this Circular. The entitlement of each Qualifying Certificated Shareholder is reflected in the appropriate block in the Form of Instruction, which is enclosed with this Circular. Qualifying Certificated Shareholders will have their entitlements credited to an account with the Transfer Secretaries. If you are a Qualifying Dematerialised Shareholder, you will not receive a Form of Instruction. Instead, you should receive notification from your CSDP or Broker regarding the Rights to which you are entitled in terms of the Rights Offer. Qualifying Dematerialised Shareholders will have their CSDP or Broker accounts automatically credited. 3.3 Fractional entitlements Rights Offer Shares representing fractional entitlements will not be issued to Qualifying Shareholders. Where necessary, entitlements to Rights Offer Shares of 0.5 or greater will be rounded up to the nearest whole number and entitlements to Rights Offer Shares of less than 0.5 will be rounded down to the nearest whole number. 3.4 Holdings of odd lots in multiples other than 100 Shares Qualifying Shareholders holding less than 100 Shares, or not holding a whole multiple of 100 Shares, will be entitled, in respect of such holdings, to participate in the Rights Offer in accordance with the Table of Entitlement in Annexure 1 to this Circular. 3.5 Shareholder commitments In terms of the Letter of Undertaking, the Principal Shareholders have undertaken to subscribe for, or (as regards Allan Gray and Investec AM and further subject to certain exceptions) to recommend to their clients that they subscribe for, all of the Rights Offer Shares offered to them pursuant to the Rights Offer, on the following basis: Shareholder Number of Rights Offer Shares (million) Percentage of Rights Offer Shares Value of Rights Offer Shares (R million) Guma Group Allan Gray Investec AM Total The undertakings by the Principal Shareholders are provided on the condition that the Company is not placed under supervision for business rescue in accordance with the Companies Act or into provisional or final liquidation prior to the close of the Rights Offer. In terms of the Letter of Undertaking, the Company has agreed to pay a commitment fee of 4.33%, 3.33% and 3.33% of the value of the Rights Offer Shares to Guma Group, Allan Gray and Investec AM respectively, upon their subscription for Rights Offer Shares. 10

13 3.6 Underwriting The Underwriters have committed to underwrite the balance of the Rights Offer Shares not subscribed for by the Principal Shareholders as described above, on the following basis: Shareholder Number of Rights Offer Shares (million) Percentage of Rights Offer Shares Value of Rights Offer Shares (R million) Guma Group Futuregrowth Total In terms of the Letter of Undertaking, an underwriting fee equal to 10.0% of the amount underwritten by the Underwriters, is payable by the Company to the Underwriters. The underwriting fee is the best commercial fee that the Company could negotiate under the circumstances. The underwriting fee is only payable upon the Underwriters fulfilling their commitments in terms of the Letter of Undertaking. The Board has made due and careful enquiry to confirm that the Underwriters can meet their underwriting commitments in terms of the Letter of Undertaking. Details of the Underwriters, as required in terms of the Listings Requirements, are set out in Annexure 2 to this Circular. 3.7 Minimum subscription The Rights Offer is partially underwritten and is therefore not conditional upon a minimum subscription. 3.8 Excess applications Shareholders are invited to apply for additional Rights Offer Shares over and above their entitlement. Holders of Certificated Shares wishing to apply for excess Rights Offer Shares must complete the attached Form of Instruction in accordance with the instructions contained therein and, once completed, lodge same, together with payment of the Rights Offer Price, with the Transfer Secretaries at the addresses set out in the Corporate information and advisers section of this Circular, so as to be received by the Transfer Secretaries by no later than 12:00 on Friday, 21 June Holders of Dematerialised Shares wishing to apply for excess Rights Offer Shares should instruct their CSDP or Broker, in terms of the custody agreement entered into between themselves and their CSDP or Broker, as to the number of excess Rights Offer Shares for which they wish to apply. Should there be excess Rights Offer Shares available, the pool of such excess Rights Offer Shares will be allocated equitably, taking cognisance of the number of Rights Offer Shares held by the Shareholder just prior to such allocation (the Record Date), including those taken up as a result of the Rights Offer, and the number of excess Rights Offer Shares applied for by such Shareholder. Non-equitable allocations of excess Rights Offer Shares will only be allowed in instances where they are used to round holdings up to the nearest multiple of 100. An announcement will be released on SENS on Monday, 24 June 2013 and published in the press on Tuesday, 25 June 2013, stating the results of the Rights Offer and the allocation of any additional Rights Offer Shares for which application was made. The refund payments in respect of unsuccessful applications by Certificated Shareholders for additional Rights Offer Shares will be made to the relevant applicants, at their risk, on or about Wednesday, 26 June No interest will be paid on monies received in respect of unsuccessful applications. 3.9 Procedures for acceptance of Rights Offers entitlements Qualifying Certificated Shareholders and/or their renouncees who wish to exercise all or some of their Rights as set out in the Form of Instruction, must complete the Form of Instruction in accordance with the instructions contained therein and, once completed, lodge same, together with payment of the aggregate Rights Offer Price payable in respect of the Rights Offer Shares for which they intend to subscribe, with the Transfer Secretaries at either of the addresses set out in the Corporate information and advisors section of this Circular, so as to be received by the Transfer Secretaries by no later than 12:00 on Friday, 21 June Once received by the Transfer Secretaries, the exercise of Rights is irrevocable and may not be withdrawn. If payment is not received on or before 12:00 on Friday, 21 June 2013, the Qualifying Certificated Shareholder or renouncee concerned will be deemed to have declined its Rights and the relevant number of Rights Offer Shares and their entitlements will lapse. 11

14 Qualifying Certificated Shareholders are advised to take into consideration postal delivery times when posting their Forms of Instruction, as no late postal deliveries will be accepted. Qualifying Certificated Shareholders are advised to deliver their completed Forms of Instruction together with payment to the Transfer Secretaries by hand or by courier, where possible Qualifying Dematerialised Shareholders will not receive a Form of Instruction. Instead, they should receive notification from their CSDP or Broker regarding the Rights to which they are entitled in terms of the Rights Offer. Qualifying Dematerialised Shareholders and/or their renouncees who wish to exercise all or some of their Rights 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 themselves and their CSDP or Broker. Gijima does not take responsibility and will not be held liable for any failure on the part of any CSDP or Broker to notify Qualifying Dematerialised Shareholders of the Rights Offer and/or to obtain instructions from Qualifying Dematerialised Shareholders to subscribe for the Rights Offer Shares and/or to sell and/or renounce Letters of Allocation Procedures for sale or renunciation of Letters of Allocation Qualifying Certificated Shareholders who do not wish to exercise all or some of the Rights allocated to them as reflected in their Form of Instruction, may either dispose of or renounce all or some of their Letters of Allocation as follows: Qualifying Certificated Shareholders who wish to sell all or some of their Letters of Allocation, must complete Form A in their Form of Instruction and return it to the Transfer Secretaries so as to be received by no later than 12:00 on Thursday, 13 June The Transfer Secretaries will endeavour to procure the sale of Letters of Allocation on the JSE on behalf of such Qualifying Certificated Shareholders and will remit the net proceeds of the sale in accordance with the instructions set out in the Forms of Instruction, provided that net proceeds amounting to less than R will accrue for the benefit of the Company. In this regard, neither the Transfer Secretaries, nor the Broker appointed by them to effect the sale nor Gijima will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to dispose of such Letters of Allocation. Qualifying Certificated Shareholders who wish to renounce all or some of their Letters of Allocation in favour of any named renouncee, must complete Form B in their Form of Instruction, and the renouncee must complete Form C in their Form of Instruction and return it to the Transfer Secretaries, so as to be received by no later than 12:00 on Friday, 21 June 2013, together with payment of the aggregate Rights Offer Price payable in respect of the Rights Offer Shares to be subscribed for Qualifying Dematerialised Shareholders who wish to sell or renounce all or some of their Letters of Allocation should make the necessary arrangements with their CSDP or Broker in the manner and time stipulated in the agreement governing the relationship between themselves and their CSDP or Broker. Qualifying Shareholders wishing to sell or renounce all or some of their Letters of Allocation will be liable to pay brokerage charges and associated expenses Any member of Guma Group may renounce some or all of its rights to subscribe for Rights Offer Shares in favour of Yebo Guma, provided that in such event each member of Guma Group jointly and severally undertakes to procure that Yebo Guma duly subscribes and pays for all Rights Offer Shares in relation to which rights were renounced in favour of Yebo Guma Payment The amount due on acceptance of the Rights Offer is payable in Rand Qualifying Certificated Shareholders (or their renouncees) must make payment of the aggregate Rights Offer Price payable in respect of the Rights Offer Shares to be subscribed for, by way of: (i) a cheque (crossed, marked not transferable and with the words or bearer deleted) or a bankers draft (drawn on a bank registered in South Africa) made payable to Gijima Limited Rights Offer and posted or delivered to the Transfer Secretaries as follows: 12

15 Hand deliveries to: Postal deliveries to: Link Market Services South Africa Link Market Services South Africa (Pty) Ltd (Pty) Ltd 13th Floor, Rennie House PO Box Ameshoff Street, Braamfontein Johannesburg, 2000 Johannesburg, 2001 or; (ii) an electronic funds transfer into the designated bank account (details of which are available from the Corporate Actions department of Link Market Services, contactable during ordinary business hours on +27 (0) ) and quoting the account number (as printed on page 1 of the Form of Instruction) as payment reference, so as to be received, together with their properly completed Form of Instruction, by no later than 12:00 on Friday, 21 June Payment will constitute an irrevocable subscription by the Qualifying Certificated Shareholder (or renouncee) of the Rights Offer Shares upon the terms set out in this Circular and in the Form of Instruction. Delivery of any bank guaranteed cheque or banker s draft will be at the risk of the Qualifying Certificated Shareholder (or renouncee) concerned. All bank-guaranteed cheques or bankers drafts received by the Transfer Secretaries will be deposited immediately for payment. In the event that any cheque or bankers draft is dishonoured, Gijima may, in its sole discretion, treat the acceptance of Rights Offer Shares and the completed Form of Instruction as void or may tender delivery of the relevant Rights Offer Shares to which such cheque or banker s draft relates, against payment Payment by Qualifying Dematerialised Shareholders (or their renouncees) will be effected on their behalf by their CSDP or Broker. The CSDP or Broker will make payment in respect of Qualifying Dematerialised Shareholders (or their renouncees) on a delivery versus payment basis. Qualifying Dematerialised Shareholders must ensure that they place their CSDP or Broker in sufficient funds so as to enable them to settle the aggregate Rights Offer Share Price payable in respect of the Rights Offer Shares for which they wish to subscribe Lapsing of Rights Qualifying Shareholders that do not take up their Rights will continue to own the same number of Shares as held prior to the Rights Offer, but their percentage holding in Gijima will be diluted. Subject to exceptions applicable to Excluded Foreign Shareholders, Rights not exercised will be deemed to have been declined and will lapse and the relevant Qualifying Shareholder shall not receive any economic benefit in respect of such lapsed Rights Exchange control regulations The following summary is intended only as a guide and is, therefore, not comprehensive. If Shareholders are in any doubt as to the appropriate course of action they are advised to consult their professional advisor. Non-residents In terms of the Exchange Control Regulations, Non-resident Qualifying Shareholders, excluding former residents (emigrants), of the Common Monetary Area will be allowed to: exercise Rights allocated to them in terms of the Rights Offer; purchase Letters of Allocation on the JSE; and subscribe for the Rights Offer Shares arising in respect of the Letter of Allocation purchased on the JSE provided that payment is received through normal banking channels in foreign currency or Rand from a non-resident account. All applications by Non-residents for the above purposes must be made through an Authorised Dealer. Electronic statements issued in terms of Strate and any Share certificates issued pursuant to such applications will be endorsed Non-resident. Emigrants Where a Right becomes due to a former resident (emigrant) of the Common Monetary Area, which Right is based on Shares blocked in terms of the Exchange Control Regulations, then only emigrant blocked funds may be used to: take up the Rights allocated to them in terms of the Rights Offer; purchase Letters of Allocation on the JSE; and subscribe for the Rights Offer Shares arising in respect of the Letters of Allocation purchased on the JSE. 13

16 All applications by emigrants using blocked funds for the above purposes must be made through the Authorised Dealer controlling their blocked assets. New share certificates issued to an emigrant will be endorsed non-resident and placed under the control of the Authorised Dealer through whom the payment was made. The proceeds due to emigrants from the sale of the Letters of Allocation, if applicable, will be returned to the Authorised Dealer for credit of such emigrants blocked accounts. Where the emigrant s Shares are in Dematerialised form with a CSDP, any Shares issued pursuant to the use of emigrant blocked funds will be credited to their blocked share accounts at the CSDP controlling their blocked portfolios. The electronic statement issued in terms of Strate will be dispatched by the CSDP or Broker to the address of the emigrant in the records of the CSDP or Broker. Any Qualifying Shareholder resident outside the Common Monetary Area who receives this Circular and/or Form of Instruction should obtain advice as to whether any governmental and/or other legal consent is required and/or any other formality must be observed to enable a subscription to be made in terms of such form of instruction Non-resident Shareholders The Rights Offer Shares, the Circular and Form of Instruction will not be registered with any authority in any jurisdiction other than South Africa. The making of the Rights Offer, the distribution of this Circular or the Form of Instruction and the transfer of Rights Offer Shares and/or Letters of Allocation to certain persons in territories other than South Africa may be restricted by law, and failure to comply with any of those restrictions may constitute a contravention of the laws of any such territory. Neither this Circular, nor any Form of Instruction, is to be regarded as an offer or invitation to any person in any jurisdiction other than South Africa to the extent that any applicable legal requirement in such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or invitation in such jurisdiction to such person. In those circumstances, this Circular and/or the Form of Instruction is sent for information purposes only. The Rights, the Rights Offer Shares and the Letters of Allocation have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except in accordance with the registration requirements of the Securities Act or an applicable exemption therefrom and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Accordingly, subject to certain exceptions, Gijima is not offering the Rights Offer Shares into the United States and neither this Circular nor any Letter of Allocation nor the Form of Instruction constitutes or will constitute or forms part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Rights, Rights Offer Shares or Letters of Allocation in the United States. This Circular and/or Form of Instruction should not be forwarded or transmitted to any person in any territory, other than where the Rights Offer made to such person in such territory is compliant with the applicable laws of that territory. It is the responsibility of any person outside of South Africa (including, without limitation, custodians, nominees, agents and trustees for such persons) receiving this Circular and/or a Form of Instruction and wishing to take up Rights Offer Shares under the Rights Offer, to satisfy itself as to full observance of the applicable laws of the 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. Shareholders outside South Africa should consult their professional advisors to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up Rights Offer Shares and/or trade their entitlements. Qualifying Shareholders holding Shares on behalf of persons who are resident or have registered addresses in jurisdictions outside of South Africa are responsible for ensuring that taking up Rights Offer Shares, or selling and/or renouncing Letters of Allocation under the Rights Offer, do not contravene regulations in the relevant foreign jurisdictions, and should not, in connection with the Rights Offer, distribute in or send the Circular and/or the Form of Instruction into any jurisdiction or transfer Letters of Allocation to any person in, or citizen or resident of any jurisdiction where to do so would or might contravene local securities laws or regulations. Any person who does forward this Circular and/or Form of Instruction or transfers a Letter of Allocation into any such jurisdiction (whether under a legal or contractual obligation or otherwise) should draw the recipient s attention to the provisions of paragraph 3.13 of this Circular. Any person taking up Rights Offer Shares, or selling and/or renouncing their entitlements under the Rights Offer makes the representations and warranties to the Company and the Underwriters set out in paragraph 3.14 of this Circular. 14