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P a g e
TRINIDAD CEMENT LIMITED
SECTION 4: DETAILS OF THE OFFER
4.1
THE OFFER
TCL is making a non-renounceable, pro-rata Rights Issue of 124,882,568 New Shares to Eligible
Shareholders. The New Shares are being offered to Eligible Shareholders by way of a Rights Issue on the
following basis and otherwise as set out herein.
The Company intends to provisionally allot to Eligible Shareholders ordinary shares of no par value for
subscription on the basis of one (1) New Share for every two (2) ordinary shares then held by them at The
Offer Price provided that fractional entitlements shall be ignored and holders of ordinary shares shall not be
entitled to fractional certificates or to payments in lieu of them.
Under the Rights Issue, TCL is seeking to raise $362,159,447.20 (before costs).
It should further be noted that on 9 February 2015, TCL’s shareholders passed a resolution authorising the
amendment of the Company’s constitutive documents to remove the restrictive covenant which limited any
one shareholder from holding more than twenty percent (
20.0%)
of the Company’s share capital. Also on
that date, TCL signed a subscription agreement with Sierra Trading (an affiliate of CEMEX and the holder
of 20% of TCL’s share capital), the main terms of which follow:
1.
Sierra Trading has committed to participating in the said Rights Issue to the fullest extent permitted
by its shareholding;
2.
Sierra Trading has agreed to commit additional capital (via an agreement to underwrite the raising of
capital up to a maximum of US$45M) in order to ensure that TCL meets a capitalization target
amount of at least US$50M;
3.
In consideration of the above commitments by Sierra Trading, TCL has agreed:
a)
To grant an exclusive right to Sierra Trading to subscribe and purchase any shares in the Rights
Issue, which are not taken up by Shareholders in the exercise of their preemptive rights during
the relevant period of the Rights Issue, up to such an amount that will not cause Sierra Trading’s
total shareholding in TCL to exceed 40% of TCL’s outstanding shares;
b)
That if after the Rights Issue (including the exercise by Sierra Trading of the right granted above
to acquire any shares not taken up by other shareholders who elect not to fully exercise their
preemptive rights under the Rights Issue) Sierra Trading has not achieved a shareholding in
TCL of at least 35%, then subject to receiving all required approvals, including Shareholder
approval, a private placement of TCL shares will be issued in favour of Sierra Trading in an
amount that will permit Sierra Trading to achieve a shareholding of 35% of TCL’s outstanding
shares.
Fractional Entitlements
Fractional entitlements shall be ignored and holders of ordinary shares shall not be entitled to fractional
certificates or payments in lieu thereof. The number of New Shares to which you are entitled is shown on
the accompanying Provisional Letter of Allotment (Appendix 1).
4.2
USE OF PROCEEDS AND EFFECT OF THE OFFER ON THE COMPANY
The immediate financial effect of the Offer on the Company will be to increase cash reserves by up to
approximately $362,159,447.20 (before costs).
