RENERGEN LIMITED - Successful Accelerated...

RENERGEN LIMITED - Successful Accelerated BookbuildOffering

Release Date: 07/02/2023 15:30

Code(s):REN

SuccessfulAccelerated Bookbuild Offering

RENERGENLIMITED

Incorporatedin the Republic of South Africa

(Registrationnumber: 2014/195093/06)

JSEShare code: REN

A2XShare code: REN

ISIN:ZAE000202610

LEI:378900B1512179F35A69

AustralianBusiness Number (ABN): 93 998 352 675

ASXShare code: RLT

("Renergen"or the "Company")

SUCCESSFULACCELERATED BOOKBUILD OFFERING

THISANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND

ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

WHOLEOR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR ANY

OTHERSTATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR

DISTRIBUTIONWOULD BE UNLAWFUL

Renergenis pleased to announce the successful placement of 4 600 000 newly issuedordinary shares

(the"Placing Shares") in the authorised but unissued share capital of theCompany (the "Placing").

ThePlacing was well supported by existing and new South African-based investors,leading to the book

closingcomfortably oversubscribed. The Placing Shares were issued at ZAR24.00 perPlacing Share,

representinga 6.5% discount to the pre-launch closing price of ZAR25.68 as at Monday, 6February

2023.

ThePlacing will be settled on Friday, 10 February 2023.

Includingthe Placing, in aggregate, Renergen has issued 12 879 180 shares under itsgeneral authority

toissue shares for cash, which was approved by shareholders at the Company’sannual general

meetingheld on Friday, 17 June 2022 (“General Authority”).

Johannesburg

7February 2023

Authorisedby: Stefano Marani

ChiefExecutive Officer

Bookrunner

TheStandard Bank of South Africa Limited

DesignatedAdvisor

PSGCapital

ForAustralian Investors & Media, contact

Citadel-MAGNUS,Cameron Gilenko, 0466 984 953

ForSouth African media queries, contact

MandyStuart +2784 606 7200

+2710045 6007

www.renergen.co.za

IMPORTANTNOTICE

Neitherthis announcement nor any copy of it may be taken, transmitted or distributed,directly or

indirectlyin or into the United States, Canada, Japan or any jurisdiction in which itwould be unlawful to

doso. The distribution of this announcement may be subject to specific legal orregulatory restrictions

incertain jurisdictions and persons into whose possession any document or otherinformation referred

toherein comes should inform themselves about and observe any such restriction.Any failure to comply

withthese restrictions may constitute a violation of the securities laws of anysuch jurisdiction. The

Companyassumes no responsibility in the event there is a violation by any person ofsuch restrictions.

InSouth Africa, the Placing will only be made by way of separate privateplacements to: (i) selected

personsfalling within one of the specified categories listed in section 96(1)(a) ofthe South African

CompaniesAct; and (ii) selected persons, acting as principal, acquiring Placing Sharesfor a total

acquisitioncost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the SouthAfrican

CompaniesAct ("South African Qualifying Investors").

Thisannouncement is only being made available to such South African QualifyingInvestors.

Accordinglyi) the Placing is not an "offer to the public" as contemplated inthe South African

CompaniesAct; (ii) this announcement does not, nor does it intend to, constitute a"registered

prospectus"or an "advertisement", as contemplated by the South African CompaniesAct; and (iii)

noprospectus has been filed with the South African Companies and IntellectualProperty Commission

("CIPC")in respect of the Placing. As a result, this announcement does not comply withthe substance

andform requirements for a prospectus set out in the South African Companies Actand the South

AfricanCompanies Regulations of 2011, and has not been approved by, and/or registeredwith, the

CIPC,or any other South African authority.

Anyforwarding, distribution, reproduction, or disclosure of any informationcontained in this

announcementin whole or in part is unauthorised. Failure to comply with these restrictionsmay

constitutea violation of the United States Securities Act of 1933, as amended (the"Securities Act"),

orthe applicable laws of other jurisdictions. Subject to certain exceptions, thesecurities referred to in

thisannouncement may not be offered or sold in the United States, Canada, Japan orcertain other

jurisdictionsor for the account or benefit of any national resident or citizen of certainjurisdictions.

Theinformation contained in this announcement constitutes factual information ascontemplated in

section1(3)(a) of the South African Financial Advisory and Intermediary Services Act,2002 (the "FAIS

Act")and should not be construed as an express or implied recommendation, guide orproposal that

anyparticular transaction in respect of the Placing Shares or in relation to thebusiness or future

investmentsof the Company, is appropriate to the particular investment objectives,financial situations

orneeds of a prospective investor, and nothing in this announcement should beconstrued as

constitutingthe canvassing for, or marketing or advertising of, financial services in SouthAfrica. The

Companyis not a financial services provider licensed as such under the FAIS Act.

Interms of the Exchange Control Regulations of South Africa, any sharecertificates that might be

issuedto non-resident shareholders will be endorsed "Non-Resident". Any newshare certificates,

dividendand residual cash payments based on emigrants’ shares controlled in terms ofthe Exchange

ControlRegulations, will be forwarded to the Authorised Dealer controlling theirremaining assets. The

electionby emigrants for the above purpose must be made through the Authorised Dealercontrolling

theirremaining assets. Such share certificates will be endorsed Non-Resident.Dividend and residual

cashpayments due to non-residents are freely transferable from South Africa.Nothing in this

announcementshould be viewed, or construed, as "advice", as that term is used inthe South African

FinancialMarkets Act, 2012, and/or the FAIS Act by the Bookrunner.

Thisannouncement does not constitute or form part of any offer or solicitation topurchase or subscribe

forsecurities in the United States, Canada, Japan or any jurisdiction in whichsuch offer, solicitation or

salewould be unlawful. The ordinary shares may not be offered or sold in the UnitedStates unless

registeredunder the Securities Act or offered pursuant to an exemption from, or in atransaction not

subjectto, the registration requirements of the Securities Act. The ordinary shareshave not been, and

willnot be, registered under the Securities Act or under the applicable securitieslaws of Canada or

Japan.Subject to certain exceptions, the ordinary shares referred to herein may notbe offered or sold

inCanada or Japan, or for the account or benefit of, any national, resident or citizenof Canada or

Japan.There will be no public offer of securities in the United States, Canada orJapan.

Anyoffering of the Placing Shares to be made (i) in the United States will be madeonly to a limited

numberof qualified institutional buyers ("QIBs") within the meaning of Rule144A under the Securities

Actand, (ii) outside the United States in offshore transactions within the meaningof, and in reliance on,

RegulationS under the Securities Act. QIBs purchasing shares will be required to executean investor

letterin a form provided to it and deliver the same to the Bookrunner or one of itsaffiliates and to the

Companyin connection with its investment.

Thisannouncement is for information purposes only and in Member States of theEuropean Economic

Areais directed only at persons who are qualified investors (as defined inRegulation (EU) 2017/1129.

Inthe United Kingdom, this announcement is directed only at qualified investorswho are also either:

investmentprofessionals falling within article 19(5) of the Financial Services andMarkets Act 2000

(FinancialPromotion) Order 2005 (the "Order"); or high net worth entitiesfalling within article 49(2)(a)

to(d) of the Order, or are otherwise persons to whom it may lawfully becommunicated.

TheBookrunner and its respective affiliates is acting solely for the Company andno one else in

connectionwith the Placing and will not be responsible to anyone other than the Companyfor providing

theprotections afforded to its clients nor for providing advice in relation to thePlacing and/or any other

matterreferred to in this announcement. Apart from the responsibilities andliabilities, if any, which may

beimposed on the Bookrunner or its affiliates by its regulatory regimes, theBookrunner nor any of its

affiliatesaccepts any responsibility whatsoever for the contents of the informationcontained in this

announcementor for any other statement made or purported to be made by or on behalf of such

Bookrunneror any of its affiliates in connection with the Company, the Placing Shares orthe Placing.

TheBookrunner and its affiliates accordingly disclaim all and any responsibilityand liability whatsoever,

whetherarising in tort, contract or otherwise (save as referred to above) in respectof any statements

orother information contained in this announcement and no representation orwarranty, express or

implied,is made by the Bookrunner or any of its affiliates as to the accuracy,completeness or sufficiency

ofthe information contained in this announcement.

Thedistribution of this announcement and the offering of the Placing Shares incertain jurisdictions may

berestricted by law. No action has been taken by the Company or the Bookrunnerthat would permit

anoffering of such shares or possession or distribution of this announcement orany other offering or

publicitymaterial relating to such shares in any jurisdiction where action for thatpurpose is required.

Personsinto whose possession this announcement comes are required by the Company andthe

Bookrunnerto inform themselves about, and to observe, such restrictions.

ThePlacing Shares to be issued pursuant to the Placing will not be admitted totrading on any stock

exchangeother than the JSE, ASX or A2X.

Personswho are invited to and who choose to participate in the Placing by making anoffer to take up

PlacingShares, will be deemed to have read and understood this announcement in itsentirety and to

bemaking such offer on the terms and conditions, and to be providing therepresentations, warranties,

acknowledgementsand undertakings, contained herein. Each such placee represents, warrants and

acknowledgesthat it is a person eligible to subscribe for the Placing Shares in compliancewith the

restrictionsset forth herein and applicable laws and regulations in its home jurisdictionand in the

jurisdiction(if different) in which it is physically resident.

Thisannouncement has been issued by and is the sole responsibility of Renergen. Thefinancial

informationincluded in this announcement has not been reviewed or reported on by theCompany’s

externalauditors. No representation or warranty express or implied, is or will be madeas to, or in relation

to,and no responsibility or liability is or will be accepted by the Bookrunner orby any of its affiliates or

partners,directors, officers, employees or agents as to, or in relation to, the accuracyor completeness

ofthis announcement or any other written or oral information made available to orpublicly available to

anyinterested party or its advisers, and any liability therefore is expresslydisclaimed.

NOTWITHSTANDINGANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING

SHARESIS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT

AUTHORISEDOR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING

SHARES.

FORWARDLOOKING INFORMATION

Thisannouncement contains (or may contain) certain forward-looking statements withrespect to certain

ofRenergen’s plans and its current goals and expectations relating to its futurefinancial condition and

performanceand which involve a number of risks and uncertainties. Renergen cautionsreaders that no

forward-lookingstatement is a guarantee of future performance and that actual results coulddiffer

materiallyfrom those contained in the forward-looking statements. By their nature,forward-looking

statementsinvolve risk and uncertainty because they relate to future events andcircumstances a

numberof which are beyond Renergen's control. These forward-looking statementsreflect Renergen’s

judgementat the date of this announcement and are not intended to give any assurance asto future

results.Except as required by the JSE, ASX or applicable law, Renergen, the Bookrunnerand its

affiliatesexpressly disclaims any obligation or undertaking to release publicly anyupdates or revisions

toany forward looking statements contained in this announcement to reflect anychanges in the

Company’sexpectations with regard thereto or any changes in events, conditions orcircumstances on

whichany such statement is based. For further information on Renergen, investorsshould review the

Company’sAnnual Report hosted athttps://www.renergen.co.za/renergen-investor-centre/financial-

reporting/.

Date:07-02-2023 03:30:00

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