Capítulo 5. Presentación de la información, discusión y análisis
5.1. La escuela: Su entorno dimensión vital cotidiana
5.1.2. Mateguadua: El conflicto armado y otras violencias, fenómenos presentes
5.1.2.2. Otras violencias: sus presencias percibidas
51. USE OF PROCEEDS
The proceeds of the Offer shall be applied to:
• providing capital to BTCL to fund future growth.
• provide working capital to BTCL for utilisation in the ordinary
course of business.
• pay the Selling Shareholder for Shares sold as part of the Offer.
52. TIME AND DATE OF THE
OPENING AND CLOSING OF
THE OFFER
The Offer opens at 09:00 Monday, 11 January 2016 and is expected to close on 17:00 Friday, 04 March 2016.
Applications for participation in the Offer will be received up until
17:00 Friday, 04 March 2016.
Any material changes to the Offer will be released on the BSE News Service (X-News) and published in the Botswana press.
53. CONDITIONS PRECEDENT
The Offer is conditional on the Listing of all the issued Shares on the BSE, failing which, the Offer and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against BTCL or any other person as a result of the failure of any condition.
The Offer and Listing is subject to achieving a free float and spread
of shareholders acceptable to the BSE (see Section 60).
54. UNDERWRITING
In line with the Government’s objective for broad public participation
in the privatisation of BTCL by way of a Listing on the BSE, the Subscription Offer has been underwritten by the Government and in terms of the Sale Offer the Selling Shareholder will retain any shares that it does not sell. Post completion of the Offer it is the intention of Government to transfer all the Shares held by Government at that
55. REPRESENTATION
Any person applying for Offer Shares in terms of the Offer shall be deemed to have represented to BTCL and the Government that such person was in possession of a copy of this Prospectus at that time and that such person is eligible in terms of the application
criteria as per Section 56 below.
Any person applying for or accepting an offer of Offer Shares on behalf of another shall be deemed to have represented to BTCL and the Government that:
− such person is duly authorised to do so and that the person on
whose behalf he/she acts is a Citizen;
− such person, and the proposed subscriber or purchaser for
whom such person is acting as agent, is duly authorised to do so in accordance with all relevant laws;
− such person guarantees the payment of the Public Offer Price;
and
− a copy of this Prospectus was in the possession of the proposed
subscriber or purchaser for whom such person is acting as agent.
56. APPLICATION FOR SHARES
Application for the Offer may only be made on the applicable application form attached to the back of this Prospectus. Such applications must be made in accordance with the terms and instructions set out in the applicable application form.
Notwithstanding that the terminology used in this Prospectus is that of an offer, the applications completed by the Applicants shall constitute an offer to BTCL and the Selling Shareholder for the Offer Shares, and shall not constitute an acceptance of the Offer contained in this Prospectus by BTCL or the Selling Shareholder.
The Offer and Listing is subject to achieving a free float and spread
of shareholders acceptable to the BSE and the Offer is available only to:
i. natural persons who are Citizens of Botswana; or
ii. corporate entities registered or operating in Botswana which are wholly Citizen owned; or
iii. unincorporated associations, partnerships, and investment funds (whether managed directly or by institutional investors registered in Botswana) which are wholly Citizen owned; or
iv. trusts whose ultimate beneficiaries are all Botswana Citizens; or
vii entities (whether or not falling into categories ii, iii or iv above) which are wholly Citizen owned which manage investment funds
for the benefit of Citizens only.
Your attention is drawn to Annexure 9 in this regard.
57. PUBLIC OFFER
For the purpose of the Public Offer, copies of this Prospectus may
be collected from the Company’s registered office, all Barclays
branches in Botswana, select BotswanaPost branches in Botswana, all BTCL retail outlets, select Choppies branches in Botswana all as
indicated in Annexure 11 to this Prospectus and from the offices of
the Sponsoring Broker.
58. ALLOTMENT, ALLOCATION
AND PAYMENT
The basis of allotment and allocation of the Offer Shares will be determined on an equitable basis by an allotment and allocation committee consisting of representatives from BTCL, MTC and MFDP acting in their sole discretion, after consultation with the relevant advisors.
In the event of an over-subscription, the order of preference in terms of the allotment and allocation will be natural persons who are Citizens of Botswana, then corporate entities registered or operating in Botswana which are wholly Citizen owned, unincorporated associations, partnerships, pension and investment funds (whether managed directly or by institutional investors registered in Botswana)
which are wholly Citizen owned, trusts whose ultimate beneficiaries
are all Citizens, any other entities operating in Botswana which are wholly Citizen owned and then Local Pension Funds which are managed by institutional investors registered in Botswana. The formula for the basis of allotment and allocation will be calculated in such a way that a person will not, in respect of his/her application, receive a lesser number of Shares than any other person that applied for the same number or a lesser number of Shares.
Applicants may receive no Offer Shares or fewer Offer Shares than the number for which they applied.
There can be no dealing in Offer Shares prior to delivery of Offer Shares to the CSD account of an Applicant.
Results of the Public Offer shall be published in the local press no
more than five days following the close of the Public Offer or such
59. APPLICABLE LAW
The Offer, applications, allotment, allocations and acceptances will
be governed exclusively by the laws of Botswana.
Each applicant will be deemed, by applying for Public Offer Shares,
to have consented and submitted to the jurisdiction of the courts
of Botswana in relation to all matters arising out of or in connection with the Public Offer.
60. LISTING OF THE SHARES ON
THE BSE
Application has been approved by the BSE for the listing of the entire issued ordinary stated capital of BTCL on the Domestic Main
Board of the BSE subject to:
− attainment of a spread of shareholders, acceptable to the BSE,
constituting at least 300 public shareholders; and
− a minimum of 20% of the Shares being held by the public, as defined by the Listings Requirements.
Upon fulfilment of the above BSE conditions, the Listing is expected
to be effective from the commencement of business on Friday, 08 April 2016.
61. ISSUE COSTS AND TRANSFER
COSTS
BTCL shall bear and pay the costs it may be required in law to bear and pay associated with the issue of all Subscription Offer Shares allotted and issued pursuant to the Subscription Offer.
The Selling Shareholder shall bear and pay the costs it may be required in law to bear and pay associated with the transfer of all Sale Offer Shares to successful applicants pursuant to the Offer.
62. RISKS RELATED TO THE OFFER
• The absence of an existing market for the Shares may limit
their liquidity.
- Risk: Although the Shares are expected to be listed on the
BSE, there is no guarantee that an active trading market for the Shares will develop and continue after the Offer. If no active trading in the Shares develops or continues after the Offer, this could have a material adverse effect on the liquidity and the market price of the Shares.
- Mitigation: BPAH will be appointed to act as market maker for
the Shares post the Listing Date and will operate in accordance with the BSE rules from time to time in connection with such activity. The Public Offer Price will be determined by the Selling Shareholder, and the Directors of BTCL and may not be indicative of the market price of the Offer Shares after the Listing.
• The market price of the Shares may prove to be volatile and is subject to fluctuations, including significant decreases.
- Risk: The market price of the Shares could be volatile and
subject to significant fluctuations due to a variety of factors, some of which do not relate to BTCL’s financial performance.
These include changes in general market conditions, the general performance of the BSE, changes in sentiment in the market regarding the Shares (or securities similar to them), regulatory changes affecting BTCL’s operations, variations in BTCL’s operating results, business developments for BTCL or its competitors, the operating and share price performance of other companies in the industries and markets in which BTCL operates, or speculation about BTCL’s business in the press, media or the investment community. Furthermore, BTCL’s operating results and prospects from time to time may be
below the expectations of market analysts and investors.
Any of these events could result in a decline in the market price of the Shares.
• BTCL may not be able to declare and make dividend
payments now and in the future.
- Risk: BTCL’s ability to pay dividends on the Shares is dependent
upon the availability of distributable reserves and the dividends it may declare may be restricted to protect the security of BTCL, as applicable legislation does not allow for the payment of dividends unless capital adequacy requirements are met.