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EOH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
A2X share code: EOH ISIN: ZAE000071072
("EOH" or the "Company" or the "Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION.
RESULTS OF THE EOH RIGHTS OFFER AND DIRECTORS’ DEALINGS
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the rights offer circular made available on EOH’s website (www.eoh.co.za) on Monday, 23 January
2023.
INTRODUCTION
Shareholders are referred to the declaration and finalisation announcements published on the Stock
Exchange News Service ("SENS") on Tuesday, 17 January 2023 and Thursday, 19 January 2023,
respectively, wherein shareholders were advised of, inter alia, EOH’s intention to raise R500 million by
way of a fully committed and underwritten renounceable rights offer to Qualifying Shareholders (the
"Rights Offer") of 384 615 384 renounceable subscription rights at a subscription price of R1.30 per
ordinary share in the Company ("Rights Offer Shares") in the ratio of 227 Rights Offer Shares for
every 100 EOH ordinary shares held by EOH shareholders on Friday, 27 January 2023, being the
record date for the Rights Offer.
EOH is pleased to announce that it has received overwhelming support in respect of the Rights Offer
and has successfully raised a total amount of R500 million pursuant thereto. As a result of subscriptions
from shareholders and subscriptions pursuant to excess applications, gross demand equated to more
than 135% of the Rights Offer. Accordingly, Aeon, Anchor Capital and Visio (collectively the
"Underwriters") were not required to subscribe for any Rights Offer Shares in terms of their
underwriting commitments.
Pursuant to the R100 million specific issue of shares for cash to a subsidiary of Lebashe Investment
Group Proprietary Limited ("Lebashe"), EOH’s strategic empowerment partner (“Specific Issue"),
Lebashe will be issued with 76 923 076 EOH ordinary shares at a subscription price of R1.30 per EOH
ordinary share. The Specific Issue and Rights Offer (collectively the “Capital Raise”) have resulted in
the Company successfully raising a total of R600 million.
RESULTS OF THE RIGHTS OFFER
The Rights Offer closed at 12:00 on Friday, 10 February 2023. The table below sets out the results of
the Rights Offer:
Number of Rights Percentage of
Offer shares Rights Offer Shares
Rights Offer Shares available for subscription 384 615 384 100.0%
Rights Offer Shares subscribed for (excluding excess applications) 352 972 679 91.8%
Excess applications for Rights Offer shares received 169 256 773 44.0%
Rights Offer Shares allocated to excess applications 31 642 705 8.2%
Rights Offer Shares allocated to the Underwriters 0 0.0%
Total Rights Offer Shares subscribed for 522 229 452 135.8%
Commenting on the results of the Rights Offer, Stephen van Coller, CEO of EOH said:
“Today EOH celebrates a watershed moment, bringing to a close a long and difficult chapter in our
history. We are delighted that in this difficult environment our rights issue has been oversubscribed.
The vote of confidence in the EOH business case and the strategic progress the board and
management have made is testament to our relevance and importance in a South African and global
context. Over 90% of shareholders followed their rights and applications for excess applications totalled
R220 million. If one includes the R350 million of underwriting commitments secured, the rights offer
secured demand for over 200% of the offer . I cannot adequately express how thankful I am to our staff,
customers, lenders and suppliers for their unwavering support and patience during some uncertain
times.
This successful rights issue welcomes a new era for EOH, as our optimised capital structure gives us
the ability to invest in our growth knowing that our strategy for EOH 2.0 has the whole-hearted backing
of our shareholders and lenders.“
ISSUE OF RIGHTS OFFER SHARES
Share certificates will be posted to Certificated Shareholders who followed their Rights on or about
Monday, 13 February 2023.
The Central Securities Depository Participant ("CSDP") or broker accounts of Qualifying
Dematerialised Shareholders who followed their Rights will be credited with the Rights Offer Shares
and debited with any payments due on Monday, 13 February 2023.
EXCESS APPLICATIONS
EOH received applications for 169 256 773 excess Rights Offer Shares of which 31 642 705 excess
Rights Offer Shares were allocated. The excess Rights Offer Shares applied for have been allocated in
an equitable manner in accordance with the JSE Listings Requirements, taking cognisance of the
number of shares held by Qualifying Shareholders, including those taken up as a result of the Rights
Offer and the number of excess Rights Offer Shares applied for by the Shareholders.
Share certificates will be posted to Certificated Shareholders who have been allocated excess Rights
Offer Shares on or about Wednesday, 15 February 2023.
The CSDP or broker account of Qualifying Dematerialised Shareholders who have been allocated
excess Rights Offer Shares, will be credited with their excess Rights Offer Shares on or about
Wednesday, 15 February 2023.
Refund payments in respect of unsuccessful applications for excess Rights Offer Shares by Qualifying
Shareholders will be made to the relevant applicants on or about Wednesday, 15 February 2023. No
interest will be paid on monies received in respect of unsuccessful applications.
RIGHTS OFFER SHARES ISSUED TO DIRECTORS
Shareholders are advised that the following Rights Offer Shares were issued to directors of EOH:
Name of director: Stephen van Coller
Date of transaction: 10 February 2023
Class of securities: Ordinary shares
Number of securities: 1 265 243
Price per security: R1.30
Total value of transaction: R1 644 816.27
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of director’s interest: Direct beneficial
Clearance to deal received: Yes
Name of director: Megan Pydigadu
Date of transaction: 10 February 2023
Class of securities: Ordinary shares
Number of securities: 89 603
Price per security: R1.30
Total value of transaction: R116 484.02
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of director’s interest: Direct beneficial
Clearance to deal received: Yes
Name of director Fatima Newman
Date of transaction: 10 February 2023
Class of securities: Ordinary shares
Number of securities: 20 000
Price per security: R1.30
Total value of transaction: R26 000.00
Nature of transaction: Subscription for Rights Offer Shares
Nature and extent of director’s interest: Direct beneficial
Clearance to deal received: Yes
The pre-requisite clearances were obtained for the above transactions prior to the commencement of
the closed period relating to the 2023 interim reporting period.
Joint Financial Advisor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Joint Financial Advisor
The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking
division)
Transaction Sponsor
The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking
division)
South African Legal Advisor to EOH
DLA Piper Advisory Services Proprietary Limited
Legal Advisor to Joint Financial Advisors
Bowman Gilfillan Incorporated t/a Bowmans
Johannesburg
Monday, 13 February 2023
IMPORTANT NOTICE
This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as
defined in the South African Companies Act 71 of 2008, as amended, ("Companies Act") or otherwise
and will not be distributed to any person in South Africa in any manner that could be construed as an
offer to the public in terms of the Companies Act. As a result, this announcement does not comply with
the substance and form requirements for a prospectus set out in the Companies Act and the South
African Companies Regulations, 2011, and has not been approved by, and/or registered with, the South
African Companies and Intellectual Property Commission or any other South African authority. Nothing
in this announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act 19 of 2012, as amended, and/or Financial Advisory and Intermediary
Services Act 37 of 2002, as amended, ("FAIS Act").
The announcement constitutes factual, objective information about EOH and nothing contained herein
should be construed as constituting any form of investment advice or recommendation, guidance or
proposal of a financial nature as contemplated in the FAIS Act in respect of EOH or any transaction in
relation thereto. EOH and/or its representatives and advisors are not (and are not required to be)
Financial Services Providers as contemplated in the FAIS Act in South Africa and the contents of this
announcement must not be construed as constituting the canvassing for, or marketing or advertising
of, financial services by EOH and/or its representatives and advisors in South Africa. To the extent that
any of EOH’s representatives and advisors, including The Standard Bank of South Africa Limited and
Rand Merchant Bank, a division of FirstRand Bank Limited, ("Joint Financial Advisors") are
registered Financial Services Providers, none of them purport to provide, market or advertise financial
services to any person in respect of EOH and this announcement does not constitute financial advice,
or financial services, provided by the aforesaid to any person who is in possession of this
announcement.
This announcement is for distribution only to persons who (a) have professional experience in matters
relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, ("Order"); (b) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; (c) are outside the
United Kingdom; or (d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this announcement relates
is available only to relevant persons and will be engaged in only with relevant persons.
This announcement is only addressed to and directed at persons in Member States of the European
Economic Area ("EEA") and in the United Kingdom who are "Qualified Investors" within the meaning
of Article 2(e) of the Prospectus Regulation. The securities referred to herein are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with Qualified Investors. This announcement must not be acted on or relied on in any
Member State of the EEA or in the United Kingdom by persons who are not Qualified Investors. For the
purposes of this paragraph the expression "Prospectus Regulation" means Regulation (EU) 2017/1129
(as amended or superseded). It may be unlawful to distribute this announcement in certain other
jurisdictions. This announcement is not for distribution in the United States, Canada, Japan or Australia.
The information in this announcement does not constitute an offer of securities for sale in the United
States, Canada, Japan or Australia.
Further, the content of this announcement should not be construed as business, legal or tax advice. It
is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by EOH or any of the Joint Financial Advisors and Underwriters that any recipient of
this announcement should acquire any of EOH’s securities. Neither EOH nor any of the Joint Financial
Advisors and Underwriters is making any representation to any prospective investor regarding the
legality of an investment in EOH by such prospective investor under the laws and regulations applicable
to such prospective investor. Prospective investors should consult their own professional adviser before
making any investment decision with regard to EOH and in making an investment decision, prospective
investors must rely on their own analysis, enquiry and examination of EOH, including the merits and
risks therein. All investment is subject to risk. The value of the securities offered may go down as well
as up. Past performance is no guarantee of future returns.
The contents of this announcement have not been verified by the Joint Financial Advisors and
Underwriters in connection with the Rights Offer or any of their respective affiliates. Each Joint Financial
Advisor and Underwriter is acting on behalf of EOH and no one else in connection with the Rights Offer.
They will not regard any other person as their client in relation to the Rights Offer and will not be
responsible to anyone other than EOH for providing the protections afforded to their respective clients
nor for providing advice in relation to the Rights Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Neither the Joint Financial Advisors and
Underwriters, nor any of their respective directors, officers, employees, advisers, agents, alliance
partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes
any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness
or fairness of the information or opinion in this announcement (or whether any information has been
omitted from this announcement) or any other information relating to EOH, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. Accordingly, the Joint Financial Advisors and Underwriters
disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort,
delict or contract or that they might otherwise be found to have in respect of this announcement and/or
any such statement.
