Rights offer finalisation announcement
Consolidated Infrastructure Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
Share code: CIL
("CIG", the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN
OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
RIGHTS OFFER FINALISATION ANNOUNCEMENT
CIG shareholders ("CIG Shareholders") are referred to the declaration announcement released on the Stock Exchange
News Service ("SENS") of the JSE Limited on Tuesday, 4 December 2018 (the "Declaration Announcement") wherein
CIG declared its intention to raise R800 million by way of a non-renounceable rights offer (the "Rights Offer") of 200
million CIG shares (the "Rights Offer Shares") at a subscription price of R4.00 per Rights Offer Share, in the ratio of
1.01958098 Rights Offer Shares for every 1 CIG ordinary share held on the record date for the Rights Offer, being Friday,
14 December 2018.
The proposed salient dates and times for the Rights Offer, also contained in the Declaration Announcement, are set out
Circular including form of instruction published on CIG website on Monday, 10 December
Last day to trade in CIG shares in order to participate in the Rights Offer Tuesday, 11 December
CIG shares commence trading ex entitlement at 09:00 on Wednesday, 12 December
Nil paid letters of allocation listed and suspended from trading under code CILN and Wednesday, 12 December
ISIN: ZAE000262168 on
Rights Offer Circular and form of instruction emailed/posted to qualifying CIG Wednesday, 12 December
Record Date for participation in the Rights Offer Friday, 14 December
Rights Offer opens at 09:00 on Tuesday, 18 December
In respect of qualifying dematerialised CIG Shareholders, CSDP or broker accounts Tuesday, 18 December
credited with letters of allocation at 09:00 on
In respect of qualifying certificated CIG Shareholders, letters of allocation credited Tuesday, 18 December
to an electronic account held with the transfer secretaries at 09:00 on
Last day to trade to participate in the Rights Offer (no trading is permitted in the form Tuesday, 18 December
of instruction in respect of letters of allocation which is issued for processing
Rights Offer closes Friday, 21 December
Record date for take-up in terms of the Rights Offer Friday, 21 December
Payment to be made by qualifying certificated CIG Shareholders by 12:00 on Friday, 21 December
Listing of Rights Offer Shares commences of business on Monday, 24 December
In respect of qualifying dematerialised CIG Shareholders, CSDP or broker accounts Monday, 24 December
updated with Rights Offer Shares to the extent accepted and debited with the
relevant costs at 09:00 on
In respect of qualifying certificated CIG Shareholders, Rights Offer Shares updated Monday, 24 December
with Rights Offer Shares and debited to an electronic account held with the transfer
secretaries at 09:00 on
Results of Rights Offer released on SENS on Monday, 24 December
1. All times indicated above are South African standard times .
2. CIG share certificates in respect of CIG shares may not be dematerialised or rematerialised between Wednesday, 12 December
2018 and Friday, 14 December 2018, both days inclusive.
6 December 2018
Financial adviser and transaction sponsor to CIG
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser to CIG
This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly,
in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or
distribution would be unlawful. This announcement is for information purposes only, does not purport to be full or
complete, is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase or
subscribe for securities in the United States or any other jurisdiction. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or completeness.
The Rights Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent
registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There
will be no public offer of the Rights Offer Shares in the United States.
Neither this announcement nor the Rights Offer constitutes or is intended to constitute an offer to the public in South
Africa in terms of the South African Companies Act 71 of 2008 (as amended).
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a
"Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who
are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure
in the Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of
the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being
referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this
announcement and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of CIG. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the advisers or
by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement
or any other written or oral information made available to or publicly available to any interested party or its advisers, and
any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. Any investment decision to buy securities in the Rights Offer must be made solely on the
basis of publicly available information which has not been independently verified by Rand Merchant Bank (A division of
FirstRand Bank Limited).
Rand Merchant Bank (A division of FirstRand Bank Limited) is acting for CIG and no one else, in connection with the
Rights Offer and will not be responsible to anyone other than CIG for providing the protections offered to clients of the
advisers, nor for providing advice in relation to the Rights Offer.
Date: 06/12/2018 11:34:00 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.