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Abridged Pre-Listing Statement
CILO CYBIN HOLDINGS LIMITED
(Incorporated in South Africa incorporated on 23 February 2022)
(Registration number 2022/320351/06)
JSE Share code: CCC ISIN: ZAE000310397
("the Company" or "Cilo Cybin")
http://cilocybin.com/holdings
ABRIDGED PRE-LISTING STATEMENT
This abridged Pre-Listing Statement ("Abridged Pre-Listing Statement") has been prepared and issued in terms of
the Listings Requirements, for the purpose of providing information with regards to the Company and is issued in
respect of the Listing of all the issued Ordinary Shares of the Company as a SPAC on the AltX market of the JSE.
This Abridged Pre-Listing Statement is not an invitation to the public to subscribe for securities but is issued in
compliance with the Listing Requirements of the JSE, for the purpose of providing information to the public with
regards to the Company.
The JSE has granted the Company a Listing of all 71 017 906 Ordinary Shares of the Company as a SPAC on the
AltX market of the JSE by way of introduction, in the "Open End and Miscellaneous Investment Vehicles" sub-sector
of the FTSE Global Classification System, under the abbreviated name: "CILOCYBIN". The JSE Ordinary Share
code is "CCC" with ISIN ZAE000310397 and will commence trading on the JSE with effect from the commencement
of trade on Tuesday, 25 June 2024.
The information in this Abridged Pre-Listing Statement highlights selected information from the Pre-Listing
Statement ("Pre-Listing Statement") issued by the Company on Tuesday, 11 June 2024. This Abridged Pre-Listing
Statement is not complete. Investors should read the Pre-Listing Statement carefully in its entirety. See Paragraph
6 below for instructions on how to access a printed or electronic copy of the Pre-Listing Statement.
The Listing on the AltX is not subject to any conditions. The JSE AltX minimum issued capital requirement for Cilo
Cybin to list as a SPAC is R50 million and the Public Shareholder Spread Requirements for a Listing is 10% of the
issued share capital of Cilo Cybin. Cilo Cybin meets both requirements as at the Last Practical Date.
Capitalised terms used in this announcement have the meaning ascribed to them in the Pre-Listing Statement.
1. INTRODUCTION
The Company was incorporated by the Founder, Gabriel Theron, for the purpose of being listed on the JSE as a
SPAC to pursue acquisitions of, and investments in, commercial enterprises operating in the Biotech, Biohacking
or Pharmaceutical sector that will enable it to develop and expand methodologies by utilising Artificial Intelligence
(AI) and expertise of medical specialists to deliver holistic and individualised solutions to customers to better their
health, performance and increase their longevity.
If the Company does not Complete an acquisition of Viable Assets within 36 months (or such longer period as the
JSE may permit), the Company will, by way of a voluntary liquidation, return the money then held by, or on behalf
of, the Company less the aggregate of all amounts payable by, or on behalf of, the Company, including, without
limitation, Permissible Operating Expenses, Redemption Price payments and any amounts payable by, or on
behalf of, the Company to implement the liquidation. Funds raised by a SPAC must be held in escrow until an
acquisition of Viable Assets is approved by shareholders.
2. ALPS AND DR THAM INVESTMENT
In terms of the Alps & Dr Tham Subscription Agreement, ALPS and Dr Tham (the ALPS founder and CEO) each
subscribed for 28 762 252 Ordinary Shares in the Company, each constituting a 40.5% shareholding, respectively,
and an aggregate subscription consideration of USD3 million.
ALPS Group of companies (www.alps-holdings.com), is a fully- integrated biotechnology research, medical and
wellness company operating in Kuala Lumpur, Malaysia since 2017.
ALPS is a fully integrated platform consisting of biotechnology research, medical and wellness establishments
dealing with Predictive, Precision & Preventive Health Management expertise. ALPS have the leading-edge
technology and the necessary expertise (technological resources, team of scientists, researchers, and equipment),
all in place, all cutting edge and advancing with momentum.
The substantial synergies between ALPS and Cilo Cybin are underscored by their mutual focus on the cultivation,
production, and processing of personalised, precise, and preventative medicine including patented drugs within
the medicinal cannabis as well as psychedelic products sectors, thereby reflecting a common interest in these
expanding sectors.
On 31 January 2024, ALPS and Globalink Investment Inc ("Globalink"), a Nasdaq publicly traded special purpose
acquisition company announced that they have entered into a definitive merger agreement. The transaction valued
ALPS at an enterprise value of USD1.6 billion. Following completion of the transaction contemplated by the Merger
Agreement, the combined company will be named "Alps Life Science Inc." and is expected to be listed on Nasdaq.
3. ACQUISITION CRITERIA
The Viable Assets, which will be acquired and managed by the Company following their acquisition, may include
direct or indirect investments in projects and/or businesses whose purpose is to cultivate, manufacture, analyse,
distribute, or retail in any of the pharmaceutical, biotech or biohacking industries, and in respect of which the Board
has identified an opportunity to enhance the combined offering of complete service and product offering of the
Company with the goal to improve profitability, thereby maximising Shareholder return.
Viable Assets that the Company intends to acquire, will be selected on the basis that, in line with the investment
policy and guidelines set out above, the following criteria are met:
• the assets satisfy any of the "Pharmaceutical" and/or "Biotech" and/or "Biohacking" investment criterion;
• the assets are globally positioned; and
• the assets have the potential to be cash-generative or improve the service offering of the Company to increase
the Company's value.
As at the Last Practicable Date, the Company had not entered into any formal and binding acquisition agreements
to acquire any Viable Assets as required in terms of paragraph 4.34(a) of the JSE Listings Requirements. The
acquisition of Viable Assets is subject to approval by the majority of disinterested directors and the majority of
security holders at a general meeting.
Shareholders were granted Redemption Rights as set out in more detail in the Pre-Listing Statement.
4. BOARD OF DIRECTORS
Names, ages, nationalities, and designations are set out in the table below.
Director Designation Business address
Gabriel Theron (43) * Chief Executive Officer 7 Sterling Street, The Point Office Park, Unit C1,
BCom Informatica and internal audit Founder Samrand, 0157
(Hons)
HB Aucamp (74) * Chief Financial Officer 7 Sterling Street, The Point Office Park, Unit C1,
B Compt (Honn) Samrand, 0157
Dr Seng Kong Tham (55) ** Non-executive Chairman Unit E-18-01 & E-18-02 Icon Tower (East Wing) No.1
Bachelor of medicine, Doctor of Jalan 1/68F Off Jalan Tun Razak 50400 Kuala Lumpur
Medicine (oncology) and Doctor of Malaysia
Philosophy of medicine
Sakekile Baduza (45) * Lead Independent Non- 30 A, 7th Avenue, Melville, Johannesburg, 2092
CA(SA), MCom Executive Director
Jessica Moodley Theron (42) * Non-executive director 7 Sterling Street, The Point Office Park, Unit C1,
Bachelor of Commerce - Business Samrand, 0157
Yoke Ling Chew (53) ** Non-executive director Unit E-18-01 & E-18-02 Icon Tower (East Wing) No.1
Sales and marketing executive Jalan 1/68F Off Jalan Tun Razak 50400 Kuala Lumpur
Malaysia
Mohd Razef Bin Abdullah (74) ** Independent non- 32, Jalan PJU 8/12B Rafflesia Damansara Perdana
Bachelor of Business executive director 47820 Petaling Jaya Selangor Malaysia
Lisa Teoh (54) ** Non-executive director Unit E-18-01 & E-18-02 Icon Tower (East Wing) No.1
Master of Engineering Science Jalan 1/68F Off Jalan Tun Razak 50400 Kuala Lumpur
Malaysia
Wei Sim Low (29) ** Independent non- 32, Jalan PJU 8/12B Rafflesia Damansara Perdana
Bachelor of Science executive director 47820 Petaling Jaya Selangor Malaysia
Nationality: * South African, ** Malaysian
5. DATES AND TIMES FOR LISTING
2024
Proposed date of Listing (09h00) Tuesday, 25 June
6. COPIES OF THE PRE-LISTING STATEMENT
The Pre-Listing Statement is only available in English. Copies of the Pre-Listing Statement may be viewed on the
Company's website (http://cilocybin.com/holdings) or obtained at the registered office of the Company (7 Sterling
Street, Samrand, 0157) and the Designated Advisor (7 Sun Place Sharonlea, 2158), during office hours.
By order of the Board
Centurion
12 June 2024
Independent Designated Advisor
Exchange Sponsors (2008) Proprietary Limited
Designated Advisor
DEA-RU Proprietary Limited
Promoter
Van Huyssteen & Shyan Capital Services SDN. BHD.
Attorneys to the Company
Werksmans Incorporated
Escrow Agent
First Rand Bank Limited
Transfer Secretaries
JSE Investor Services Proprietary Limited
Auditors and Reporting Accountants
Nexia SAB&T
Communications Advisor
MH Universe Proprietary Limited
Company Secretary
Vosloo Styger and Associates Proprietary Limited
Date: 12-06-2024 10:01:00
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