Jasco Electronics Holdings (JSE:JSC) News - Partially uderwritten non-renounceable Rights Offer declaration and finalisation data announcement JASCO ELECTRONICS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1987/003293/06) Share code: JSC ISIN: ZAE000003794 (“Jasco” or “the Company”) PARTIALLY UNDERWITTEN NON-RENOUNCEABLE RIGHTS OFFER DECLARATION AND FINALISATION DATA ANNOUNCEMENT 1. INTRODUCTION Shareholders are referred to the announcement released on SENS on 7 October 2021, in which shareholders were advised that Jasco will be approaching them as part of a capital raise exercise in the form of a rights offer. A circular providing shareholders with relevant information regarding the Proposed Rights offer and the Waiver of Mandatory offer (“TRP Waiver Circular”)was distributed to shareholders on Thursday, 7 October 2021. The results of the general meeting, held on Friday, 5 November 2021, at which the resolutions contained in the notice of general meeting was approved by the requisite majority Shareholders, as was announced on SENS on Friday, 5 November 2021. Subsequent to the general meeting of shareholders, the TRP was approached and have approved the Waiver of Mandatory Offer in terms of Takeover Regulation 86, which was announced on SENS on Monday, 8 November 2021. 2. TERMS OF THE RIGHTS OFFER In terms of the Rights Offer, 157 142 857 new Jasco Shares of no par value in the authorised but unissued share capital of the Company, will be offered for subscription to Jasco shareholders recorded in the register at the close of trade on Friday, 28 January 2022, who will receive Rights to subscribe for Rights Offer shares on the basis of 68.52582 Rights Offer shares for every 100 Jasco shares held, for subscription at 35 cents per Rights Offer share, which equates to a 4% discount to the 30-day VWAP on 13 September 2021, of 37 cents per share. Only whole numbers of shares will be issued and Jasco shareholders will be entitled to a rounded number shares. Excess applications will be allowed. Financial Closed Period Shareholders are advised that Jasco is currently in a financial closed period which commenced on 1 January 2022. The closed period will end once the interim results for the six months ended 31 December 2021 has been published. Jasco is in the process of compiling the interim financial results for the six months ended 31 December 2021 and will publish a trading statement on SENS, during the week of 31 January 2022, prior to the closing of the Rights Offer on Friday, 4 February 2022, in order to provide shareholders with the required guidance. 3. RATIONALE FOR THE RIGHTS OFFER The rationale for the Company undertaking the Rights Offer, is to raise additional capital in order to stabilise the Group’s balance sheet and to proactively reduce the gearing levels which, due to the uncertainty created by the COVID-19 pandemic, is considered prudent. The net expected proceeds of the Rights Offer, being a maximum of R55 million, will be applied to the settlement of the Jasco Corporate Bond of R20 million, the further reduction of the Working Capital Facility of a minimum of R10 million and the remainder of maximum R25 million will be reserved for ongoing general working capital requirements including but not limited to inventory investments in Communication Solutions and Electrical Manufacturers, project rollouts and related trade creditors in Security & Fire Safety and other operational costs (for example debt restructuring costs, corporate action costs and related professional services and consulting fees). 4. IRREVOCABLE LETTERS OF UNDERTAKINGS AND UNDERWRITING AGREEMENT In terms of the Irrevocable Undertakings, Jasco has received commitments from certain of its shareholders, Community Investment Holdings (Pty) Ltd (“CIH”) and Harvibase Investments (Pty) Ltd (“Harvibase”) to follow the entities respective rights in terms of the Rights Offer and to subscribe for a total of 25 746 085 Rights Offer shares, which equates to R9 011 130. In terms of the Underwriting Agreement, CIH has further agreed to underwrite a maximum of 108 321 347 Rights Offer shares, amounting to R37 912 471. This brings the total amount for which Jasco has received commitments in terms of the Rights Offer to R46 923 601. The total investment committed by CIH to the Rights Offer amounts to R45 000 000, of which R20 000 000 will be set off against the outstanding balance of the Jasco Corporate Bond, held by CIH for practical reasons. The remaining R25 000 000, will be in the form of a cash subscription. Parmtro Investments no 76 Proprietary Limited an associated entity of CIH and Dr ATM Mokgokong, on 31 December 2021, provided a verbal commitment that it will follow its rights in terms of the Rights Offer and subscribe for 106 432 Rights Offer Shares, which equates to R37 251. It has further committed to apply for a maximum of 179 282 excess Rights Offer Shares which equates to R62 749. The maximum amount of the commitment equates to R100 000. The commitment is disclosed separately as it does not form part of the Irrevocable Undertaking or the Underwriting Agreement. No commitment fees or underwriting fee will be payable. CIH is an existing shareholder of Jasco and will be committing to the partial underwriting of the Rights Offer to secure the success thereof. Given that CIH is not providing a separate service by underwriting the Rights Offer, it was agreed that no underwriting fee would be applicable. 5. ENTITLEMENT Shareholders will have the right to subscribe for 68.52582 Rights Offer Shares for every 100 Jasco Shares held on the Record Date for the Rights Offer. The allocation of Rights Offer Shares will be such that shareholders will not be allocated a fraction of a Rights Offer Share and as such, any Rights Offer Entitlement to receive a fraction of a Rights Offer Share, - is less than one-half of a Rights Offer Share, will be rounded down to the nearest whole number; and - is equal to or greater than one-half of a Rights Offer Share, but less than a whole Rights Offer Share will be rounded up to the nearest whole number. The Rights Offer Entitlement of a certificated shareholder as reflected in the appropriate block in the Form of Instruction which accompanies and forms part of this Rights Offer Circular, is dependent on their deemed existing holdings at the close of business on Friday, 28 January 2022. Shareholders are referred to the table of entitlement set out in Annexure 1 to the Rights Offer Circular for their entitlement to the Rights Offer Shares. Certificated shareholders will have their Rights Offer Entitlement credited to an account in electronic format held at the Company’s Transfer Secretaries, which will be administered by the Company’s Transfer Secretaries on their behalf. The Enclosed Form of Instruction reflects the Rights Offer Shares for which the Certificated Shareholder is entitled to subscribe. The procedures that these Shareholders should follow for the acceptance, of their Rights Offer Entitlement are reflected in the Form of Instruction. Dematerialised shareholders will have their Rights Offer Entitlement credited to their account by their CSDP or Broker, in electronic form. The CSDP or Broker will advise Dematerialised shareholders of the procedure they need to follow for the acceptance of their Rights Offer Entitlement in accordance with their custody agreements. 6. EXCESS APPLICATIONS Jasco shareholders will be permitted to apply for new Jasco shares in excess of their entitlement. Should there be excess Rights Offer shares available for allocation, these will be allocated to applicants in a manner viewed as equitable in terms of the Listings Requirements of the JSE. The pool of non-committed Rights Offer Shares to meet excess applications will be dealt with as set out below: 6.1 if all the non-committed Rights Offer Shares are taken up in the Rights Offer, then no additional non-committed Rights Offer Shares will be made available for allocation to applicants; 6.2 if the non-committed Rights Offer Shares taken up in the Rights Offer and the excess applications for the non-committed Rights Offer Shares together, are less than or equal to 100% of the number of non-committed Rights Offer Shares available, the Board will allocate any or all excess applications in full; or 6.3 if the non-committed Rights Offer Shares taken up in the Rights Offer and the excess applications for the non-committed Rights Offer Shares together, exceed 100% of the number of non-committed Rights Offer Shares available, the pool of the excess non-committed Rights Offer Shares will be allocated equitably, taking cognisance of the number of Ordinary Shares held by each excess applicant on the Record Date for the Rights Offer, the number of Rights Offer Shares taken up as a result of the Rights Offer and the number of excess non- committed Rights Offer Shares applied for by such applicant. 7. FRACTIONS The whole number of rights to subscribe for Rights Offer shares to which qualifying shareholders will become entitled will be determined by the ratio of entitlement. Only whole numbers of new Jasco shares will be issued and Jasco shareholders will be entitled to rounded numbers of shares once the ratio has been applied, using the rounding principle where allocations will be rounded up or down, as appropriate with fractions of 0.5 and above being rounded up and fractions below 0.5 being rounded down to the nearest whole number resulting in allocations of whole numbers of Rights Offer shares, in accordance with the Listings Requirements. 8. IMPORTANT DATES AND TIMES 2022 Rights Offer Declaration and Finalisation Data announcement released on SENS Monday, 17 January Rights Offer Circular published on Jasco’s website Tuesday, 18 January Distribution of Rights Offer Circular to Shareholders Thursday, 20 January Last day to trade in Jasco Shares in order to participate in Tuesday, 25 January the Rights Offer (cum entitlement) Nil paid letters of allocation listed and suspended from Wednesday, 26 January trading under JSE code JSCN and ISIN ZAE000306676 at 09:00 Jasco Shares commence trading ex-Rights on the JSE at 09:00 Wednesday, 26 January Last day to post Rights Offer Circular to (Certificated) Wednesday 26 January Shareholders Record Date for the Rights Offer Friday, 28 January Rights Offer opens at 09:00 Monday, 31 January Rights Offer Circular and Form of Instruction emailed/ Monday, 31 January posted to Dematerialised Shareholders Dematerialised Shareholders will have their Letters of Monday, 31 January Allocation credited to their accounts held at their CSDP or broker at 09:00 Last day to trade in respect of the take-up (no trading Tuesday, 1 February permitted in the Form of Instruction in respect of the Letters of Allocation which is issued for processing purposes only) Payment made and Form of Instruction lodged by Certificated Friday, 4 February Shareholders wishing to exercise all or part of their entitlement at the Transfer Secretaries by 12:00 on Certificated Shareholders will have their Letters of Friday, 4 February Allocation credited to an electronic account held at the Transfer Secretaries Rights Offer closes at 12:00 Friday, 4 February Record Date for take-up in terms of the Rights Offer Friday, 4 February Listing of Rights Offer Shares at the commencement of Monday, 7 February business CSDP or Broker accounts in respect of Shareholders holding Monday, 7 February Dematerialised Shares will be updated with Rights Offer Shares and debited with any payments due on Results of Rights Offer announced on SENS, including Monday, 7 February information regarding the method/ratio/formula applied to the allocation of the excess rights In respect of successful excess applications for Non- Wednesday, 9 February committed Rights Offer Shares (if applicable), Non-committed Rights Offer Shares issued to Shareholders holding Dematerialised Shares In respect of unsuccessful excess applications for Non- Wednesday, 9 February committed Rights Offer Shares (if applicable), refunds made to Shareholders holding Certificated Shares Notes: 1.All references to dates and times are to local dates and times in South Africa. 2. Shareholders of Dematerialised Jasco 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. 3. Jasco share certificates may not be dematerialised or rematerialised between Wednesday 26 January 2022 and Friday, 28 January 2022, both days inclusive. 4. CSDPs effect payment in respect of holders of Dematerialised Rights Offer shares on a delivery versus payment basis. 5. Dematerialised shareholders will have their accounts at their CSDP or Broker automatically credited with their Rights and Certificated shareholders will have their Rights credited to an account at the Transfer Secretaries. 9. DOCUMENTATION A circular to Jasco shareholders, setting out full details of the rights offer, will be distributed to shareholders on or about Thursday, 20 January 2022. A form of instruction will be enclosed with the circular for use by Jasco shareholders who have not dematerialised their Jasco shares. The circular will also be available on the Company’s website (www.jasco.co.za) from Tuesday, 18 January 2022. 10. EXCHANGE CONTROL REGULATIONS In terms of the Exchange Control Regulations, non-residents of the Common Monetary Area will be allowed to: • take up rights allocated in terms of the Rights Offer; • subscribe for new Rights Offer shares; and • subscribe for excess Non-Committed Rights Offer shares that have not been applied for in terms of the Rights Offer; provided that payment is received in foreign currency or in Rand from a Non-resident Rand account in the name of the non-resident and/or Rand from a vostro account held in the books of the Authorised Dealer. All applications by non-residents for the above purposes must be made through an Authorised Dealer. Shares subsequently re-materialised and issued in certificated form, will be endorsed ‘Non-Resident’. Where a Right in terms of the Rights Offer falls due to a former resident of the Common Monetary Area, which Right is based on shares controlled in terms of the Exchange Control Regulations, only funds in the emigrant’s capital account may be used to take up this Right. In addition, such funds may also be used to: • subscribe for new Rights Offer shares; and • subscribe for excess Non-committed Rights Offer shares that have been applied for in terms of the Rights Offer. Applications by emigrants to use funds in their capital account for the above purposes must be made through the Authorised Dealer controlling their remaining assets. Any shares issued pursuant to the use of funds in the emigrant’s capital account will be credited to their share accounts at the CSDP controlling their remaining portfolio. 11. RESTRICTED JURISDICTIONS Any shareholder resident outside the common monetary area who receives the Rights Offer Circular and 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 ("Restricted Territories") and the Rights Offer Circular and Form of Instruction should not be forwarded or transmitted by recipients thereof to any person in any territory other than where it is lawful to make such an offer. United States of America The letters of allocation and the Rights Offer shares have not been and will not be registered under the Securities Act, 1933 ("US Securities Act") or under securities laws of any Restricted Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States of America, except in respect of Qualified Institutional Buyers as contemplated under the US Securities Act ("QIB") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States of America. Investors who are located in the United States of America will be required to execute and deliver a QIB investor letter ("QIB Letter"), a copy of which is available from the Company Secretary, at company.secretary.jasco.co.za, prior to taking up or transferring Rights in the Rights Offer or acquiring Rights Offer. Shares in the Rights Offer. Shareholders who are required to submit a QIB Letter must do so by emailing same to the Company Secretary at company.secretary.jasco.co.za on or before 12:00 on Friday, 4 February 2022. Accordingly, the Company is not extending the Rights Offer into the United States of America unless an exemption from the registration of the US Securities Act is available, and subject to certain exceptions, the Rights Offer Circular neither constitutes nor will it constitute an offer or invitation to apply for, or an offer or an invitation to acquire, any letters of allocation or Rights Offer shares in the United States of America. In addition, until 40 days after the commencement of the Rights Offer, an offer, sale or transfer of the Rights Offer shares within the United States of America by a dealer (whether or not participating in the Rights Offer) may violate the registration requirements of the US Securities Act. Subject to certain exceptions, Jasco shareholders with a registered address in the United States of America will be treated as unexercising holders. The Rights in terms of the Rights Offer are non-renounceable and are not transferrable. As a result, such applicable Rights will not be sold by the Transfer Secretaries on behalf of any unexercising holders. To the extent that foreign Jasco shareholders are not entitled to participate in the Rights Offer, as result of being resident in a Restricted Jurisdiction, such foreign Jasco shareholders should not take up their Rights in terms of the Rights Offer and should allow their Rights to lapse. Although letters of allocation may be credited to the CSDP or Broker accounts of qualifying Dematerialised shareholders: - with a registered address, or resident, in one of the Restricted Territories; - in the United States of America; or - with a registered address, or who hold on behalf of persons located in the United States of America, or who hold on behalf of any person on a non-discretionary basis who is in the United States of America or any state of the United States of America, such crediting of letters of allocation does not constitute an offer to restricted Jasco shareholders and such restricted Jasco shareholders will not be entitled to take up or transfer Rights in the Rights Offer or acquire Rights Offer shares in the Rights Offer unless such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. Restricted Territories Subject to certain exceptions, the Rights Offer shares may not be transferred or sold to, or renounced or delivered in, the Restricted Territories. No offer of Rights Offer shares is being made by virtue of the Rights Offer Circular into the Restricted Territories. No person may forward or otherwise transmit the Rights Offer Circular to any territory other than where it is lawful to make the Rights Offer contemplated in the Rights Offer Circular. Although letters of allocation may be credited to the CSDP or Broker accounts of qualifying Dematerialised shareholders: • with a registered address, or resident, in one of the Restricted Territories; • in the United States of America; or • with a registered address, or who hold on behalf of persons located in the United States of America, or who hold on behalf of any person on a non-discretionary basis who is in the United States of America, or any state of the United States of America, such crediting of letters of allocation does not constitute an offer to restricted shareholders and restricted shareholders will not be entitled to take up or transfer Rights in the Rights Offer or acquire Rights Offer shares in the Rights Offer unless such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. Subject to certain exceptions, Jasco shareholders with a registered address in the Restricted Territories will be treated as unexercising holders The Rights in terms of the Rights Offer are non-renouncable and are not transferrable. As a result, such applicable Rights will not be sold by the Transfer Secretaries on behalf of any unexercising holders. To the extent that foreign Jasco shareholders are not entitled to participate in the Rights Offer, as result of being resident in a Restricted Jurisdiction, such foreign Jasco shareholders should not take up their Rights in terms of the Rights Offer and should allow their Rights to lapse. 12. TAX CONSEQUENCES Shareholders are advised to consult their professional advisers regarding the tax implications of the Rights Offer. Midrand 17 January 2022 Corporate Advisor and Sponsor Grindrod Bank Limited Date: 17-01-2022 03:20:00 Produced by the JSE SENS Department. 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