Wrap Text
Placement of Astoria shares in exchange for Goldrush Preference Shares
Goldrush Holdings Limited
(previously RECM and Calibre Limited)
(Incorporated in the Republic of South Africa)
Registration number 2009/012403/06
Preference Share Code: GRSP
ISIN: ZAE000145041
("Goldrush" or "the Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES
IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
PLACEMENT OF ASTORIA SHARES IN EXCHANGE FOR GOLDRUSH PREFERENCE SHARES
Background
Goldrush, through its wholly owned subsidiary, Goldrush Investments (Pty) Ltd, owns 505 358 shares in
Astoria Investments Ltd ("Astoria") ("Astoria Shares" or "the Placement Shares").
Preference Shareholders are advised that the Company intends conducting an accelerated placement of
the Astoria Shares in exchange for Goldrush participating preference shares ("Goldrush Prefs"), on a 1-for-
1 basis ("the Placement").
The Placement
The Placement is being conducted through a bookbuild process which will launch immediately following
the publication of this announcement on SENS. The closing of the book will be at the absolute discretion of
Goldrush, but by no later than 15:00 on 27 September 2024.
Bookrunner and allocation
Regarding Capital Management (Pty) Ltd, the investment manager of Goldrush, will act as the bookrunner
in connection with the Placement.
Should you wish to participate in the Placement, please contact:
Name: Jan van Niekerk
Email address: bookbuild@recm.co.za
An announcement containing the results of the Placement will be made on SENS following the closing of
the book.
Rationale
The successful implementation of the Placement will benefit the per-share Net Asset Value of Goldrush and
remove the final crossholding between Goldrush and Astoria.
Related parties have clearance to take part in the Placement
Directors of the Company, and parties related to them, who are existing Preference Shareholders in the
Company, have obtained the necessary approvals in order to take part in the Placement.
Cape Town
26 September 2024
JSE Sponsor
Questco Corporate Advisory Proprietary Limited
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any
offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or
subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult
an independent legal or financial adviser.
The Placement 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 of America,
absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with applicable state and other securities laws. The Placement will be made only
to qualifying institutional investors, outside the United States in reliance on Regulation S of the Securities Act. The
Placement will only be made to investors to whom the Placement may be lawfully made without having to file or register
any securities or any offering or related documentation with any securities regulatory authority in any relevant
jurisdiction.
The distribution of this announcement and the offering of the Placement Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or the bookrunner or any of their respective affiliates that would
permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity
material relating to such Placement Shares in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company and the bookrunner to inform themselves
about, and to observe, such restrictions.
This announcement is restricted and is not for publication or distribution or release, directly or indirectly, in or into the
United States including its territories and possessions, any State of the United States and the District of Columbia,
Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any
such jurisdiction. This announcement is for information purposes only 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 in which it
would be unlawful to do so. To the fullest extent permitted by applicable law, the Company, Astoria and the bookrunner
disclaim any responsibility or liability for the violation of such requirements by any person. The Placement is not to be
regarded as an offer or invitation to any person in any jurisdiction to the extent that any applicable legal requirement
in such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or
invitation in such jurisdiction.
The Placement Shares will not be offered to the public in any jurisdiction, nor will they be offered in any jurisdiction
which would require the preparation or registration of any offering document relating to the Placement or the
Placement Shares in such jurisdiction. The offer and sale of the Placement Shares has not been, and will not be, registered
under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Placement Shares
referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. There will not be any offer of Placement Shares in the United
States, Canada, Australia and Japan.
THE PLACEMENT SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE OFFERED, SOLD, RESOLD,
DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY
REGULATION S UNDER THE SECURITIES ACT) UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE
PLACEMENT AND BY ACQUIRING PLACEMENT SHARES IN THE PLACEMENT FROM OUTSIDE THE UNITED STATES, YOU
WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Placement Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the
solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, 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 South African Companies Act. This announcement does not, nor is it intended to constitute a "registered prospectus"
as contemplated in the South African Companies Act.
In South Africa, the Placement will not be an offer to the public as defined in the South African Companies Act and only
persons to whom any offer to participate in the Placement is specifically addressed (all such persons being referred to
as "Relevant Persons"), will be entitled to apply for Placement Shares. Any investment activity in South Africa, or by
persons resident or domiciled in South Africa, to which this announcement relates will only be available to, and will only
be engaged with, Relevant Persons. Any person in, resident in or domiciled in South Africa who is not a Relevant Person
should not act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute
any offering document relating to the Placement. Information made available in this announcement should not be
considered as "advice" as defined in the South African Financial Advisory and Intermediary Services Act, 2002, and
nothing in the document should be construed as constituting the canvassing for, or marketing or advertising of, financial
services in South Africa.
No offering document or prospectus will be made available in connection with the matters contained or referred to in
this announcement and no such offering document or prospectus is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in
UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial
Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person. This announcement has been issued by, and is the sole
responsibility of, the Company.
As regards the European Economic Area (the "EEA") and the United Kingdom, this announcement is for information
purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the
"EEA"), qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("qualified investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation who
are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "order"), or (ii) persons who fall within article
49(2)(a) to (d) of the order, or (c) persons to whom it may otherwise be lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member states of the EEA
to qualified investors and in the United Kingdom to UK Relevant Persons and will be engaged in only with qualified
investors in member states of the EEA and UK Relevant Persons in the United Kingdom. This announcement must not be
acted on or relied on by persons in a member state of the EEA who are not qualified investors or by persons in the United
Kingdom who are not UK Relevant Persons.
This announcement has been issued by and is the sole responsibility of the Company. 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
bookrunner or by any of its respective directors, officers, employees, advisers, affiliates or agents as to, or in relation to,
the accuracy, completeness or sufficiency 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. Nothing
contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to
the past or the future. Neither the bookrunner nor any of its directors, officers, employees, advisers, affiliates or agents
accepts any responsibility for its accuracy, completeness or verification and, accordingly, the bookrunner and its
directors, officers, employees, advisers, affiliates or agents disclaim, to the fullest extent permitted by applicable law,
any and all liability which they might otherwise be found to have in respect of this announcement or any such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with
an investment in the Placement Shares. No representation or warranty is made by the Company, Astoria or the
bookrunner in connection with the Placement nor the Placement Shares, and any investment decision to buy Placement
Shares in terms of the Placement must be made solely on the basis of publicly available information which has not been
independently verified by the bookrunner.
The bookrunner is acting for the Company, and no one else, in connection with the Placement and will not be responsible
to anyone other than the Company for providing the protections offered to its clients, nor for providing advice in relation
to the Placement.
Persons who are invited to and who choose to participate in the Placement by making an offer to take up Placement
Shares, will be deemed to have read and understood this announcement in its entirety and to be making such offer on
the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings,
contained herein. Each such person represents, warrants and acknowledges and undertakes that it is a person eligible
to subscribe for the Placement Shares in compliance with the restrictions set forth herein and the applicable laws and
regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident.
The information in this announcement is subject to change without notice and neither the bookrunner, except as
required by applicable law, the Company nor Astoria assume any responsibility or obligation to update publicly or review
any of the forward-looking statements contained herein.
Date: 26-09-2024 09:00:00
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.
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