JSE Sens
PURPLE GROUP LIMITED - Results of the Purple Group rights offer and directors’ and associates of directors’ dealings
2023/06/12 17:30:00Download PDF Stock report
Results of the Purple Group rights offer and directors’ and associates of directors’ dealings
Purple Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013637/06)
Share code: PPE ISIN: ZAE000185526
(“Purple Group” or “the Company” or “the Group”)
RESULTS OF THE PURPLE GROUP RIGHTS OFFER AND DIRECTORS’ AND ASSOCIATES OF
DIRECTORS’ DEALINGS
Unless otherwise stated, capitalised terms used in this announcement have the same meaning given in the
rights offer circular made available on Purple Group’s website (www.purplegroup.co.za) on Monday, 22 May
2023.
Shareholders are referred to the declaration and finalisation announcement published on the Stock Exchange
News Service ('SENS') on Tuesday, 16 May 2023 and Thursday, 18 May 2023, respectively, wherein shareholders
were advised of, inter alia, Purple Group’s intention to raise R105 million by way of a partially
committed and underwritten renounceable rights offer to Qualifying Shareholders (the 'Rights Offer') of
129 629 630 (one hundred and twenty nine million six hundred and twenty nine thousand six hundred and
thirty) new Purple Shares at a subscription price of 81 cents per ordinary share in the Company ('Rights
Offer Shares') in the ratio of 10.20567 (ten point two zero five six seven) Rights Offer Shares for every 100
Purple Group ordinary shares held by Purple Group shareholders on Friday, 26 May 2023, being the record
date for the Rights Offer.
Purple Group is pleased to announce that it has received overwhelming support in respect of the Rights Offer
and has successfully raised a total amount of R105 million pursuant thereto. As a result of subscriptions from
shareholders and subscriptions pursuant to excess applications, gross demand equated to more than 113%
of the Rights Offer. Accordingly, SIH, in its capacity as the underwriter, was not required to subscribe for any
Rights Offer Shares in terms of their underwriting commitments.
RESULTS OF THE RIGHTS OFFER
The Rights Offer closed at 12:00 on Friday, 9 June 2023. The table below sets out the results of the Rights
Offer:
Number of Percentage of
Rights Offer Rights Offer
shares Shares
Rights Offer Shares available for subscription 129 629 630 100%
Rights Offer Shares subscribed for (excluding excess 111 046 238 85.66%
applications)
Excess applications for Rights Offer shares received 36 180 291 27.91%
Rights Offer Shares allocated to excess applications 18 583 392 14.34%
Rights Offer Shares allocated to the Underwriter 0 0%
Total Rights Offer Shares subscribed for 129 629 630 100%
Commenting on the results of the Rights Offer, Charles Savage, CEO of Purple Group said:
“I’d like to express my sincere gratitude to the Purple Group shareholders for their support in taking up the
rights offer - which was oversubscribed, indicating strong support for our strategy and ability to deliver.
The rights offer was an important step in the Easy Group of companies plan to continue driving growth and
innovation by investing in new products and services, expanding our global footprint and world-class team.
I am proud of our track record for innovation, growth and delivery and I look forward to working with and for
our shareholders and our wonderful team to build a bright future for the Group.”
ISSUE OF RIGHTS OFFER SHARES
Share certificates will be posted to Certificated Shareholders who followed their Rights on Monday, 12 June
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, 12 June 2023.
EXCESS APPLICATIONS
Purple Group received applications for 36 180 291 excess Rights Offer Shares of which 18 583 392 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 into consideration the number of
available excess shares and the excess applications received.
Share certificates will be posted to Certificated Shareholders who have been allocated excess Rights Offer
Shares on Wednesday, 14 June 2023, at their risk.
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 Wednesday, 14 June 2023.
Refund payments in respect of unsuccessful applications for excess Rights Offer Shares by Qualifying
Shareholders will be made to the relevant applicants on Wednesday, 14 June 2023. No interest will be paid
on monies received in respect of unsuccessful applications.
RIGHTS OFFER SHARES ISSUED TO DIRECTORS AND ASSOCIATES OF DIRECTORS
Shareholders are advised that the following Rights Offer Shares were issued to directors and associates of
directors of Purple Group:
Name of Director: Mark Barnes
Name of Associate: Business Venture Investments No 184 Proprietary
Limited*
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 7 158 064
Price per Security: 81 Cents
Total value of transaction: R5 798 031.84
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Indirect Beneficial
Mark Barnes is a director of the Company and 100%
shareholder in Business Venture Investments No 184
Proprietary Limited, which entity is subscribing for the
Rights Offer shares above
* The subscription was communicated on SENS on 9 June 2023.
Name of Director: Mark Barnes
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 316 289
Price per Security: 81 Cents
Total value of transaction: R256 194.09
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Direct Beneficial
Clearance for the deal received: Yes
* The subscription was communicated on SENS on 9 June 2023.
Name of Director: Paul Rutherford
Name of Associate: Base SPV Partnership A
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 14 473 496
Price per Security: 81 Cents
Total value of transaction: R11 723 531.76
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Indirect Beneficial
Paul Rutherford is a director and 33.3% shareholder in
Base SPV Partnership A, which entity is subscribing for
the Rights Offer Shares above
Name of Director: Paul Rutherford
Name of Associate: Firefly Newco 1411 (Pty) Ltd
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 417 490
Price per Security: 81 Cents
Total value of transaction: R338 166.90
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Indirect Beneficial
Paul Rutherford is a director and 33.3% shareholder in
Firefly Newco 1411 (Pty) Ltd, which entity is subscribing
for the Rights Offer Shares above
Name of Director: Gary van Dyk
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 2 623 081
Price per Security: 81 Cents
Total value of transaction: R2 124 695.97
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Direct Beneficial
Clearance for the deal received: Yes
Name of Director: Charles Savage
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 3 282 405
Price per Security: 81 Cents
Total value of transaction: R2 658 748.05
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Direct Beneficial
Clearance for the deal received: Yes
Name of Director: Craig Carter
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 197 211
Price per Security: 81 Cents
Total value of transaction: R159 740.91
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Direct Beneficial
Clearance for the deal received: Yes
Name of Director: William Bassie Maisela
Name of Associate: NBC Fund Administration (Pty) Ltd
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 1 714 552
Price per Security: 81 Cents
Total value of transaction: R1 388 787.12
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Indirect Beneficial
William Bassie Maisela is a director of NBC Fund
Administration (Pty) Ltd, which entity is subscribing for
the Rights Offer Shares above
Name of Director: William Bassie Maisela
Name of Associate: PE Shelf Co 469 (Pty) Ltd
Date of transaction: 9 June 2023
Class of Securities: Ordinary Shares
Number of Securities: 734 808
Price per Security: 81 Cents
Total value of transaction: R595 194.48
Nature of transaction: Subscription for Rights Offer Shares (including excess
applications)
Nature and extent of the director’s interest: Indirect Beneficial
William Bassie Maisela is indirectly a 33% Shareholder of
PE Shelf Co 469 (Pty) Ltd, which entity is subscribing for
the Rights Offer Shares above
Johannesburg
12 June 2023
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Company and Transfer Secretary: CTSE Registry Services Proprietary Limited
Legal Advisor to Purple Group: CMS RM Partners Inc
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, or otherwise ('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
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 of 2011, and
has 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 Purple Group 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 Purple Group or any transaction
in relation thereto. Purple Group 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 Purple Group and/or its representatives and advisors in South Africa. To the extent that
any of Purple Group’s representatives and advisors are registered Financial Services Providers, none of them
purport to provide, market or advertise financial services to any person in respect of Purple Group 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.
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 Purple Group or any of the advisors or the Underwriter that any recipient of this
announcement should acquire any of Purple Group’s securities. Neither Purple Group or any of the advisors
or the Underwriter is making any representation to any prospective investor regarding the legality of an
investment in Purple Group 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 Purple Group and in making an investment decision, prospective investors
must rely on their own analysis, enquiry and examination of Purple Group, 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 legal advisors and the Underwriter in
connection with the Rights Offer or any of their respective affiliates. The legal advisor is acting on behalf of
Purple Group 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 Purple Group 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 legal advisors nor the Underwriter , 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 Purple Group, 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
legal advisors and Underwriter 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.
Forward-Looking Statements
This announcement includes certain forward-looking statements, beliefs or opinions, including statements
with respect to Purple Group, the proposed Rights Offer, including its terms, expected timetable and principal
events. Forward-looking statements are typically identified by the use of forward looking terminology such as
“believes”, “expects”, “may”, “will”, “could”, “should”, “intends”, “estimates”, “plans”, “assumes”, “anticipates”,
“annualized”, “goal”, “target” or “aim” or the negative thereof or other variations thereof or comparable
terminology, or by discussions of future events that involve risk and uncertainties. These statements reflect
the directors' beliefs and expectations and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. No representation is made that any of these events will
come to pass. There are a number of risks, uncertainties and factors that could cause actual results and
developments to differ materially from those expressed or implied by these statements. No assurances can
be given that the forward-looking statements in this document will be realised. Forward-looking statements
speak only as at the date of this announcement, and Purple Group expressly disclaims any obligations or
undertaking to release any update of, or revisions to, any forward-looking statements in this announcement.
As a result, you are cautioned not to place any undue reliance on such forward-looking statements.
Date: 12-06-2023 05:30:00
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.