CIL Shareholders are referred to the announcements released on SENS on:
– Friday, 18 May 2018, stating that the Company had entered into the Definitive Agreements with Fairfax Africa Investments (Pty) Ltd. (“FSA”) to give effect to the Proposed Transaction, comprising of the Upfront Loan, the Conversion Rights and the Rights Offer, in order to achieve CIL’s strategic objectives and strengthen its long-term capital structure;
– Monday, 30 July 2018, advising CIL Shareholders that the EGM Circular detailing the Proposed Transaction and incorporating the notice of General Meeting and Form of Proxy had been posted to CIL Shareholders;
– Wednesday, 29 August 2018, announcing the results of the General Meeting held to approve the Transaction Resolutions pertaining to the Proposed Transaction (the “Results of General Meeting Announcement”); and
– Thursday, 30 August 2018, advising, that the TRP had granted the TRP Waiver Ruling.
As per the Results of the General Meeting Announcement, all of the Transaction Resolutions required in order to give effect to the Proposed Transaction, including the Rights Offer, were passed by the requisite majority of CIL Shareholders.
Key terms of the Rights Offer
The key terms of the Rights Offer are as follows:
– The Rights Offer will be non-renounceable and neither over-allocations nor excess applications will be permitted.
– The Rights Offer Share allocation to each Qualifying CIL Shareholder will be allocated on a pro-rata basis according to the number of CIL Shares that it holds as at the Record Date.
– The Rights Offer Shares will be issued at the Rights Offer Price, being R4.00 per Rights Offer Share, representing a 4.5% premium to the 30 day VWAP prior to the Definitive Agreement Date.
– The Rights Offer is fully underwritten by FSA with an accompanying underwriting fee of 2.5% on the entire proceeds to be raised from the Rights Offer, being R800 million.
– Fairfax Africa has guaranteed the underwriting obligations of FSA in respect of the Rights Offer.
Salient dates and times of the Rights Offer
The proposed salient dates and times for the Rights Offer are set out below:
- Publication and finalisation announcement on SENS and in the press : Thursday, 6 December
- Circular including Form of Instruction published on CIL website : Monday, 10 December
- CIL Shares commence trading ex entitlement at 09:00 : Wednesday, 12 December
- Nil paid letters of allocation listed and suspended from trading under code CILN and ISIN ZAE000262168 : Wednesday, 12 December
- Rights Offer Circular and Form of Instruction emailed/posted to Qualifying CIL Shareholders : Wednesday, 12 December
- Rights Offer closes : Friday, 21 December
- Payment to be made by Qualifying Certificated CIL Shareholders by 12:00 on Friday, 21 December
- Listing of Rights Offer Shares at commencement of business on Monday, 24 December
- In respect of Qualifying Dematerialised CIL Shareholders, CSDP or Broker accounts updated with Rights Offer Shares to the extent accepted and debited with the relevant costs at 09:00 on Monday, 24 December
- In respect of Qualifying Certificated CIL Shareholders, Rights Offer Shares updated with Rights Offer Shares and debited to an electronic account held with the Transfer Secretaries at 09:00 on Monday, 24 December
- Results of Rights Offer released on SENS on Monday, 24 December
The Rights Offer circular will be posted to CIL Shareholders on or about Wednesday, 12 December and will be made available on CIL’s website (www.CILLtd..co.za/circulars) from Monday, 10 December 2018.