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York Timber Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1916/004890/06
JSE share code: YRK
ISIN: ZAE000133450
(“York” or the “Company” or the “Group”)
RESULTS OF THE YORK RIGHTS OFFER AND DIRECTORS’ DEALINGS
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed
thereto in the circular to York shareholders, dated Friday, 9 December 2022.
1. INTRODUCTION
Shareholders are referred to the declaration and finalisation announcements published on SENS on Monday,
5 December 2022 and Wednesday, 7 December 2022, respectively, wherein Shareholders were advised of, inter
alia, York’s intention to raise R250 million by way of a partially underwritten renounceable rights offer to Qualifying
Shareholders, of 142 857 142 Rights Offer Shares at a Subscription Price of R1.75 per Rights Offer Share, in the
ratio of 43.12791 Rights Offer Shares for every 100 York Shares held as at the close of business on Thursday,
15 December 2022. The Rights Offer was partially underwritten by A2 Investment.
The Board is pleased to advise that York has received overwhelming support in respect of the capital raise and
has successfully raised a total amount of R250 million pursuant to the Rights Offer (including subscriptions pursuant
to excess applications). As a result of the Rights Offer being fully subscribed, A2 Investment will not be subscribing
for additional York Shares pursuant to the Underwriting Agreement.
2. RESULTS OF THE RIGHTS OFFER
The Rights Offer closed at 12:00 on Friday, 6 January 2023, the results of which are set out below:
Number of Rights Offer Percentage of Rights
Shares Offer Shares
Rights Offer Shares available for subscription 142 857 142 100%
Rights Offer Shares subscribed for (excluding
118 935 612 83%
excess applications)
Excess Rights Offer Shares available for
23 921 530 17%
subscription (refer to note)
Applications for excess Rights Offer Shares 164 764 550 115%
Excess Rights Offer Shares allocated (refer to
23 921 530 17%
note)
Note: In accordance with paragraph 5.33 of the JSE Listings Requirements, the pool of excess Rights Offer Shares
should be allocated equitably, taking cognisance of the number of Shares held by the securities holder prior to such
allocation, including securities taken up as a result of the Rights Offer, and the number of excess securities applied
for by such securities holder. Non-equitable allocations of excess securities will only be allowed in instances where
they are used to round holdings up to the nearest multiple of 100 securities.
3. ISSUE OF RIGHTS OFFER SHARES
Qualifying Dematerialised Shareholders (or their Renouncees or the purchasers of their Letters of Allocation) who
have followed their Rights and/or have been allocated excess Rights Offer Shares, will have their Broker, CSDP,
nominee, agent or trustee accounts debited with the relevant aggregate Subscription Price and credited with the
relevant Rights Offer Shares, on Monday, 9 January 2023 and Wednesday, 11 January 2023, respectively.
Qualifying Certificated Shareholders (or their Renouncees or the purchasers of their Letters of Allocation), who
followed their Rights and/or have been allocated excess Rights Offer Shares, and who:
- have an account with a Broker or CSDP and elected “Option 1” on Form D of the Form of Instruction, will have
their account at their Broker or CSDP credited with the relevant Rights Offer Shares, on Monday, 9 January 2023
and Wednesday, 11 January 2023, respectively;
- do not have an account with a Broker or CSDP and elected “Option 2” on Form D of the Form of Instruction,
will be issued a statement of allocation in respect thereof as soon as possible and will be required to appoint a
Broker or CSDP to enable the Rights Offer Shares to be made available to them; and
- do not wish to hold the Rights Offer Shares subscribed for in Dematerialised form and elected “Option 3” on
Form D of the Form of Instruction, the Documents of Title in respect thereof will be posted to such Qualifying
Certificated Shareholders, at their risk, as soon as possible.
Refund payments in respect of unsuccessful applications for the Rights Offer Shares and/or excess applications
for Rights Offer Shares will be made to the relevant applicants on Wednesday, 11 January 2023.
4. DIRECTORS’ DEALINGS
In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements and further to the SENS
announcement published on 5 December 2022, Shareholders are hereby advised of the following dealings by an
associate of directors and a director of the Company:
Names of directors: André van der Veen and Adrian Zetler
Associate: A2 Investment, a company of which Mr van der
Veen and Mr Zetler are directors and shareholders
Nature of transaction: Subscription of York Shares pursuant to the Rights
Offer (including excess applications)
Class of securities: Ordinary shares
Date of transaction: - 9 January 2023 in respect of York Shares
subscribed for pursuant to the Rights Offer;
and
- 11 January 2023 in respect of York Shares to
be subscribed for pursuant to excess
applications under the Rights Offer
Number of York Shares: 77 850 704
Price per York Share: R1.75
Total value of transaction: R136 238 732.00
Transaction completed: Off-market
Nature and extent of interest: Indirect beneficial
Name of director: Gabriël Stoltz
Nature of transaction: Subscription of York Shares pursuant to the Rights
Offer (including excess applications)
Class of securities: Ordinary shares
Date of transaction: - 9 January 2023 in respect of York Shares
subscribed for pursuant to the Rights Offer;
and
- 11 January 2023 in respect of York Shares to
be subscribed for pursuant to excess
applications under the Rights Offer
Number of York Shares: 315 022
Price per York Share: R1.75
Total value of transaction: R551 288.50
Transaction completed: Off-market
Nature and extent of interest: Direct beneficial
Clearance of the above trades was provided prior to the closed period commencing.
Sabie, Mpumalanga
9 January 2023
Sponsor
One Capital
Attorneys
Webber Wentzel
DISCLAIMER
The Rights Offer does not constitute an “offer to the public”, as envisaged in Chapter 4 of the Companies Act and
accordingly this announcement does not, nor does it intend to, constitute a “registered prospectus” as contemplated in
Chapter 4 of the Companies Act.
This announcement is not intended to, and does not constitute or form part of, an offer to sell or an invitation or
solicitation to purchase or subscribe for any securities (including Letters of Allocation and Rights Offer Shares) in any
jurisdiction in which it is unlawful to make such an offer. No action has been taken by York to obtain any approval,
authorisation or exemption to permit the issue of Letters of Allocation or Rights Offer Shares or the possession or
distribution of this announcement in any jurisdiction other than South Africa. In the circumstances, if the distribution of
this announcement in jurisdictions outside of South Africa is restricted or prohibited by the laws of such jurisdiction, this
announcement is deemed to have been sent for information purposes only and should not be copied or redistributed.
Refer to the “Restricted Jurisdictions” section below for further information regarding Restricted Jurisdictions.
Restricted Jurisdictions
Subject to certain exceptions, the Letters of Allocation and the Rights Offer Shares may not be transferred or sold, or
renounced or delivered, in the Restricted Jurisdictions. No offer of Rights Offer Shares is being made by virtue of this
announcement into the Restricted Jurisdictions. No person may forward or otherwise transmit this announcement to any
jurisdiction other than where it is lawful to make the Rights Offer contemplated in this announcement.
Although Letters of Allocation may be credited to the Broker or CSDP accounts of Shareholders:
(i) with a registered address, or resident, in one of the Restricted Jurisdictions;
(ii) in the United States or any state of the United States or other jurisdiction; or
(iii) with a registered address, or who hold Shares on behalf of persons located in the United States, or who hold
Shares on behalf of any person on a non-discretionary basis who is in the United States or any state of the United
States,
such crediting of Letters of Allocation does not constitute an offer to Restricted Foreign Shareholders and such
Restricted Foreign Shareholders will not be entitled to take up or transfer Entitlements or acquire Rights Offer Shares
unless such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.
Subject to certain exceptions, Shareholders with a registered address in Restricted Jurisdictions will be treated as
Restricted Foreign Shareholders and should instruct their broker or Central Securities Depository Participant to sell their
Entitlements on their behalf. The cash proceeds therefrom will be distributed to such Shareholders (net of applicable
fees, expenses, taxes and charges) in proportion to such Shareholder’s Rights. There can be no assurances as to what
price such Shareholders will receive for such disposal or the timing or exchange rate conversion of such receipt to the
extent applicable.
FORWARD-LOOKING STATEMENTS
The statements contained in this announcement that are not historical facts are, or may be deemed to be, “forward-
looking” statements. Without limitation, these forward-looking statements can be identified by the use of forward-looking
terminology, including the terms “targets”, “aims”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”,
“plans”, “projects”, “should” or “will”, or, in each case, their negative, other variations or comparable terminology of similar
substance, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking
statements include all statements in relation to matters that are not historical facts. These forward-looking statements
are subject to a number of substantial risks and uncertainties, many of which are beyond the Company’s and the Group’s
control and actual results and developments may differ materially from those expressed or implied by these statements
for a variety of factors. These forward-looking statements are statements based on the Company’s and the Group’s
current intentions, beliefs and expectations about, inter alia, the Company’s and the Group’s results of operations,
financial condition, prospects, growth, strategies and the industry in which the Company and the Group operates. By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future
performance and the actual results of the Company and the Group’s operations, financial condition or liquidity, and the
development of the markets and the industry in which they operate or are likely to operate and their respective operations
may differ materially from those described in, suggested by, or implied in any forward-looking statements contained in
this announcement. Many of these risks and uncertainties relate to factors that are beyond the Company’s and the
Group’s ability to control or estimate precisely, such as changes in taxation, future market conditions, commodity prices,
currency fluctuations, the actions of governmental regulators and other risk factors. Such risks and uncertainties could
cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking
statements. The forward-looking statements contained in this announcement speak only as of the date of this
announcement. The Company undertakes no duty to update any of the forward-looking statements publicly in light of
new information or future events, except to the extent required by applicable law and the JSE Listings Requirements.
No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this
announcement should be interpreted to mean that earnings per York Share for the current or future financial years would
necessarily match or exceed the historical published earnings per York Share. Prices and values of, and income from,
York Shares may decrease or increase, and an investor may not receive the amount initially invested. It should be noted
that past performance is no guide to future performance. Persons requiring advice should consult an independent
financial advisor. Any forward-looking statements contained in this announcement have not been reviewed or reported
on by an external auditor.
