Posted on

RAINBOW FINALISATION ANNOUNCEMENT AND RIGHTS OFFER

Rainbow Shareholders were referred to the announcement released on SENS on Tuesday, 15 January 2013 advising, inter alia, that the special resolutions approving an increase in the number of authorised Rainbow ordinary shares (“Rainbow Shares”) and an amendment to the Memorandum of Incorporation of Rainbow in order to give effect to the increase in the number of Rainbow Shares were passed at the company”s general meeting (“Special Resolutions”).

The Special Resolutions have now been filed with the Companies and Intellectual Property Commission. The increase in the number of authorised Rainbow Shares from 575 525 772 ordinary shares of no par value to 1 000 000 000 ordinary shares of no par value, has therefore become effective.

Rights offer
Rainbow shareholders were referred to the announcement released on SENS on 6 December 2012, relating to a fully underwritten rights offer to raise ZAR3.9 billion (“the Rights Offer”).

The Rights Offer will consist of an offer of 276 964 802 new Rainbow ordinary shares (“Rights Offer Shares”) at an issue price of R14.20 per Rights Offer Share (“Rights Offer Price”) in the ratio of 80 Rights Offer Shares for every 100 Rainbow Shares held on the record date of the Rights Offer, being Friday 8 February 2013 (“Record Date”).

Conditions precedent
The board of directors of Rainbow advised shareholders that all conditions precedent pertaining to the Rights Offer have been fulfilled.

Salient dates and times
The final salient dates and times for the Rights Offer are set out below.
*Last day to trade in Rainbow Shares in order to participate in the Rights Offer (cum-entitlement) on Friday, 1 February 2013
*Rainbow Shares commence trading ex-entitlement at 09:00 on Monday, 4 February 2013
*Listing of and trading in the letters of allocation on the securities exchange operated by the JSE Ltd. (“JSE”) commences at 09:00 on Monday, 4 February 2013
*Record date on Friday, 8 February 2013
*Rights Offer opens at 09:00 on Monday, 11 February 2013
*Holders of dematerialised Rainbow Shares will have their accounts at their CSDP or broker automatically credited with their letters of allocation on Monday, 11 February 2013
*Holders of certificated Rainbow Shares will have their letters of allocation credited to an electronic register maintained by Rainbow”s transfer secretaries on Monday, 11 February 2013
*Circular and form of instruction, where applicable, posted to shareholders registered as such on the Record Date (“Qualifying Shareholders”) on Monday, 11 February 2013
*Last day for trading letters of allocation on the JSE on Friday, 22 February 2013
*Listing and trading of Rights Offer Shares on the JSE commences at 09:00 on Monday, 25 February 2013
*Rights Offer closes at 12:00 on (refer to note 4) Friday, 1 March 2013
*Record date for letters of allocation on Friday, 1 March 2013
*In respect of certificated Qualifying Shareholders (or their renouncees) wishing to exercise all or part of their nil paid rights, payment to be made and forms of instruction to be lodged with Rainbow”s transfer secretaries by 12:00 on Friday, 1 March 2013
*Rights Offer Shares issued on or about Monday, 4 March 2013
*In respect of dematerialised Qualifying Shareholders (or their renouncees) their CSDP or broker accounts will be debited with the aggregate Rights Offer Price and credited with Rights Offer Shares and share certificates posted to certificated Qualifying Shareholders (or their renouncees) by registered post on or about Monday, 4 March 2013
*Results of the Rights Offer announced on SENS on Monday, 4 March 2013 *Results of the Rights Offer published in the South African press on Tuesday, 5 March 2013

Notes:
1. Share certificates in respect of Rainbow Shares may not be dematerialised or rematerialised between Monday, 4 February 2013 and Friday, 8 February 2013, both days inclusive.
2. All times are South African times.
3. CSDPs effect payment on a delivery versus payment basis in respect of dematerialised shares.
4. Dematerialised Rainbow shareholders are required to inform their CSDP or broker of their instructions in terms of the Rights Offer in the manner and time stipulated in the agreement governing the relationship between the Rainbow shareholder and their CSDP or broker.

Rights Offer circular A Rights Offer circular, incorporating revised listing particulars and a form of instruction in respect of letters of allocation, where applicable, will be posted to all Rainbow shareholders registered on the Record Date on Monday, 11 February 2013.