Conduit Capital to Raise R350 Million – Declaration Announcement in Respect of the Rights Offer
CONDUIT CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND ISIN: ZAE000073128
(“Conduit Capital” or “the Company” or “the Group”)
CONDUIT CAPITAL TO RAISE R350 MILLION TO PURSUE OPPORTUNITIES
DECLARATION ANNOUNCEMENT IN RESPECT OF THE RIGHTS OFFER
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
Conduit Capital is pleased to announce that it intends to raise R350 million by way of a fully insured
renounceable rights offer (“Rights Offer”), in terms of which the Company will offer a total of
175 000 000 new ordinary shares (“Rights Offer Shares”) at a subscription price of 200 cents per
Rights Offer Share (“Subscription Price”) in the ratio of 29.68899505 Rights Offer Shares for every
100 Shares (“Ratio”) held at the close of business on the record date for the Rights Offer, being Friday,
24 November 2017 (“Record Date”).
2.PURPOSE OF THE RIGHTS OFFER
The purpose of the Rights Offer is to provide Conduit Capital with additional capital in the amount of
R350 000 000 to enable the Company to:
– capitalise the insurance group to fund, to the extent commercially acceptable, acquisitions and/or
organic growth strategies; and/or
– fund non-insurance opportunities that conform to Conduit Capital’s investment criteria.
3. NATURE OF THE BUSINESS OF CONDUIT CAPITAL
Conduit Capital is an investment holding company, listed on the Main Board of JSE Limited (“the JSE”),
which invests mainly in the insurance industry, supported by a value-oriented long-term investment
strategy. The Company’s specific business objective is that of supporting its subsidiary companies and
allocating capital across the Group. Conduit Capital operates through two main divisions, namely:
– Insurance and Risk, which houses the Group’s insurance interests; and
– Investments, which houses the Group’s investment activities.
4. SALIENT TERMS OF THE RIGHTS OFFER
In terms of the Rights Offer, Conduit Capital will offer a total of 175 000 000 Rights Offer Shares at a
subscription price of 200 cents per Rights Offer Share in the ratio of 29.689 Rights Offer Shares for
every 100 shares held in Conduit Capital on the close of business on the Record Date.
The Subscription Price represents:
– a discount of 10.3% to the 30 day volume weighted average price (“VWAP”) to the traded price of
Conduit Capital Shares on the JSE as at 16 October 2017, being the date on which the Rights
Offer was approved by the Board of Directors of Conduit Capital (“the Board”); and .
– a discount of 10.2% to the 30 day VWAP to the traded price of Conduit Capital Shares on the JSE
as at 19 October 2017, being the date prior to the release of this announcement.
Upon their issue, the Rights Offer Shares will rank pari passu in all respects with the existing Conduit
Capital shares in issue.
5. FULLY INSURED RIGHTS OFFER
Conduit Capital intends to enter into a subscription agreement with Riskowitz Value Fund LLC (“RVF”)
in terms whereof RVF will subscribe for all Rights Offer Shares not taken up in terms of the Rights
Offer, to the full value of R350 million (“Subscription Agreement”).
RVF is an investment management business incorporated in the United States of America (“USA”) and
founded by Mr S Riskowitz, the Chief Executive Officer of Conduit Capital.
Further details of the Subscription Agreement will be set out in the Rights Offer circular to be dated on
or about 23 November 2017 and distributed to shareholders as set out in paragraph 9 below.
6. CONDITIONS PRECEDENT
The implementation of the Rights Offer is subject to the conclusion of the Subscription Agreement,
approval being obtained from the JSE of the Rights Offer circular and for the listing of the Letters of
Allocation and the Rights Offer Shares.
7. SALIENT DATES AND TIMES
The proposed salient dates and times in respect of the Rights Offer are set out below:
Rights Offer Declaration Data announcement released on SENS Friday, 20 October
Rights Offer Finalisation announcement released on SENS Thursday, 16 November
Last day to trade in Conduit Capital Shares in order to settle trades by
the Record Date for the Rights Offer and to qualify to participate in the
Right Offer (cum entitlement) on Tuesday, 21 November
Listing of and trading in the Letters of Allocation on the JSE
commences at 09:00 on Wednesday, 22 November
Conduit Capital Shares commence trading ex-rights on the JSE at
09:00 on Wednesday, 22 November
Circular and Form of Instruction posted to certificated shareholders Thursday, 23 November
Record date for the Rights Offer for purposes of determining the
Conduit Capital shareholders entitled to participate in the Rights
Offer at the close of business on Friday, 24 November
Rights Offer opens at 09:00 on Monday, 27 November
Holders of dematerialised Conduit Capital Shares will have their
accounts at their CSDP or broker automatically credited with their
Letters of Allocation on Monday, 27 November
Holders of certificated Conduit Capital Shares will have their Letters
of Allocation credited to an electronic register at the Transfer
Secretaries on Monday, 27 November
Circular distributed to dematerialised shareholders, who have elected
to receive such documents Tuesday, 28 November
Last day to trade in Letters of Allocation in order to settle trades by the
Record Date for the Letters of Allocation and participate in the Rights
Offer at the close of business on Tuesday, 5 December
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by holders of certificated Conduit Capital Shares wishing
to sell all or part of their Rights Offer Entitlement by 12:00 on Tuesday, 5 December
Listing and trading of Rights Offer Shares commences on the JSE at
09:00 on Wednesday, 6 December
Last day for Form of Instruction to be lodged with the Transfer
Secretaries by holders of certificated Conduit Capital Shares wishing to
subscribe for or renounce all or part of their Rights Offer Entitlement
by 12:00 on (see note 2) Friday, 8 December
Record date for Letters of Allocation Friday, 8 December
Rights Offer closes at 12:00 and payment to be made by certificated
shareholders on Friday, 8 December
CSDP/broker accounts credited with Rights Offer Shares and debited
with the payments due in respect of holders of dematerialised Conduit
Capital Shares on Monday, 11 December
Rights Offer Share certificates in terms of the Rights Offer posted to
holders of certificated Conduit Capital Shares via registered post on or
about Monday, 11 December
Results of Rights Offer announced on SENS on Monday, 11 December
1. Holders of dematerialised Conduit Capital 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.
2. Conduit Capital share certificates may not be dematerialised or rematerialised between Wednesday,
22 November 2017 and Friday, 24 November 2017, both days inclusive.
3. CSDPs effect payment in respect of holders of dematerialised Rights Offer Shares on a delivery versus
4. To the extent that the rights are accepted, dematerialised shareholders will have their accounts at their CSDP
automatically credited with their rights and certificated shareholders will have their rights credited to an account
at Computershare Investor Services.
5. 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.
8. RESTRICTIONS ON THE RIGHTS OFFER
Any shareholder resident outside the Common Monetary Area, being the Republics of South Africa and
Namibia and the Kingdoms of Lesotho and Swaziland, who receives the Rights Offer circular and
accompanying form of instruction, should obtain advice as to whether any governmental and/or any
other legal consent is required and/or any other formality must be observed to enable such a
subscription to be made in terms of such form of instruction.
The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an
offer and the Rights Offer circular and accompanying form of instruction should not be forwarded or
transmitted any person in any territory other than where it is lawful to make such an offer.
This document does not constitute or form part of any offer or solicitation to purchase or subscribe for
securities in the United States. The Rights Offer has not been and will not be registered under the U.S.
Securities Act of 1933, as amended (‘U.S. Securities Act’), or under any relevant securities laws of
any state or other jurisdiction of the United States. The Rights Offer Shares have not been and will not
be registered under the US Securities Act. Accordingly, the Rights Offer Shares may not be offered,
sold, taken up, resold, renounced, exercised, pledged, delivered or transferred, directly or indirectly, in
or into the United States or to, or for the account or benefit of, United States persons, except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of, the US
Securities Act and applicable state and securities laws of the United States. The Rights Offer Shares
may be offered, sold, taken up, resold, renounced, exercised, pledged, transferred or delivered, by
persons outside the United States in accordance with Regulation S under the U.S. Securities Act.
There will be no public offering of the Securities in the United States. Notwithstanding the foregoing,
the securities mentioned herein may be made available under the transactions to shareholders that
are, or who are acting on behalf of, or for the account of benefit of, (“Qualified institutional buyers”)
(as such terms is defined in rule 144A under the Securities Act) pursuant to an available exemption
from registration under the Securities Act or, in the sole discretion of the Company, to others who may
be offered the securities mentioned herein pursuant to an available exemption from such registration.
The Rights Offer contained in the Rights Offer circular does not constitute an offer in the District of
Columbia, the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any
other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer (“Non-
qualifying shareholder”). Non-qualifying shareholders 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 to trade their entitlement. To the extent that Non-
qualifying shareholders are not entitled to participate in the Rights Offer, such Non-qualifying
shareholders should not take up their Rights Offer entitlement or trade in their Rights Offer entitlement
and should allow their rights in terms of the Rights Offer to lapse.
9. FURTHER ANNOUNCEMENT AND CIRCULAR
The Rights Offer Finalisation announcement is expected to be released on SENS on or about
16 November 2017.
The Rights Offer circular, and accompanying Form of Instruction for use by certificated shareholders
only, containing full particulars of the Rights Offer will be posted to certificated shareholders on or about
23 November 2017.
The Rights Offer circular containing full particulars of the Rights Offer will be distributed to
dematerialised shareholders who have elected to receive documents on or about 28 November 2017.
20 October 2017
Sponsor and Corporate Adviser
Cliffe Dekker Hofmeyr
Forward Looking Statement:
This announcement contains certain forward looking statements. These forward-looking statements are not historical
facts but rather are based on the Company’s current expectations, estimates and projections about the industry in
which Conduit Capital operates, and beliefs and assumptions regarding the Company’s future performance. Words
such as “anticipates”, “expected”, “intends”, “plans”, “believes”, “seeks”, “estimated”, “potential” and similar expressions
are intended to identify forward-looking statements. These statements are not guarantees of future performance and
are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the control of the
Company, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted
in the forward-looking statements. Conduit Capital cautions shareholders and prospective shareholders not to place
undue reliance on these forward-looking statements, which reflect the view of Conduit Capital only as of the date of
this announcement. The forward-looking statements made in this announcement relate only to events as of the date
on which the statements are made. Conduit Capital will not undertake any obligation to release publicly any revisions
or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after
the date of this announcement except as required by law or by any appropriate regulatory authority.
Date: 20/10/2017 05:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.