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Listing of CA Sales on the Main Board of the JSE Limited and abridged pre-listing statement
CA SALES HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 2011/143100/06
Registered as an external company in the Republic
of Botswana
Botswana registration number: BW00001085331
JSE Share code: CAA CTSE Share code: CAS
BSE Share code: CAS-EQO
ISIN: ZAE400000036
(“CA Sales” or “the Company”)
LISTING OF CA SALES ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”) AND ABRIDGED PRE-
LISTING STATEMENT
Terms appearing in title case in this announcement and that are not otherwise defined herein, shall bear the
meanings ascribed to them in the pre-listing statement being issued today, 6 June 2022.
1. INTRODUCTION
1.1. CA Sales was incorporated in 2011 as a private holding company in South Africa, and converted into
a public company on 11 August 2017. Its underlying investments include older well-established
businesses across Southern Africa. During early 2012, CA Sales acquired CA Sales & Distribution in
Botswana, a business that is 27 years old as the first building block. A number of investments have
subsequently been made in privately owned businesses throughout Southern Africa to increase the
Company’s footprint. The Group’s focus is to grow its current business model, in sub-Sahara Africa,
over time.
1.2. The Company operates within the fast moving consumer goods industry and delivers services to blue
chip manufacturers, both locally and internationally. Its service offering includes selling,
merchandising, warehousing, distribution, debtors administration, marketing & promotions, point of
sale warehousing and training. The Group has offices and facilities in all the main centres throughout
Botswana, Swaziland, Namibia, South Africa, Lesotho, Zimbabwe and Zambia.
1.3. CA Sales will today, 6 June 2022 distribute the Pre-Listing Statement to its shareholders regarding
the Listing and containing detailed information regarding the Company. The Pre-Listing Statement
will also be available on the Company’s website at https://casholdings.co.za/results-reports/.
1.4. This will be a delisting of the Company’s shares from the CTSE and a listing by way of introduction of
the Company’s entire issued share capital on the JSE. CA Sales does not intend to raise capital
leading up to, or as part of, the Listing. It is anticipated that the market capitalisation of the Company
will be approximately R2 189 000 000 as at the date of Listing.
2. SALIENT DATES AND TIMES
The salient dates relating to the Listing are set out below:
2022
General meeting to approve the delisting of the entire issued share capital Thursday, 2 June
from the CTSE and listing such shares on the JSE
Results of the general meeting published on X-News of the BSE and CTSE Thursday, 2 June
website
Pre-listing Statement made available on the Company’s website Monday, 6 June
(www.casholdings.co.za) on
Abridged Pre-listing Statement published on SENS on Monday, 6 June
Abridged Pre-listing Statement published in the press on Tuesday, 7 June
Suspension of trading and closing of the register on the CTSE Tuesday, 21 June
for dematerialisation and/or rematerialisation of Shares and removal
Delisting of the Shares from the CTSE Friday, 24 June
Listing of the Shares under the abbreviated name “CA Sales”, share Monday, 27 June
code “CAA” and ISIN ZAE400000036, on the Main Board at
commencement of trade on
Notes:
1 The above dates are subject to change. Any such change will be announced on SENS.
2 All references to dates and times are to local dates and times in South Africa.
3. ABRIDGED PRE-LISTING STATEMENT OF CA SALES
This Abridged Pre-Listing Statement is not an invitation to the public to subscribe for Shares in CA Sales,
but is issued in compliance with the JSE Listings Requirements for the purpose of providing information
to the public and investors in respect of CA Sales.
4. OVERVIEW OF CA SALES
The Group operates through the following divisions:
4.1.1. CA Sales and Distribution – Botswana (100% owned)
CA Sales and Distribution commenced trading some 30 years ago, as CA Enterprises in Botswana.
In 2004, Dafin Sales, and in 2006, Kalahari Sales were, acquired by CA Enterprises and the name
was changed to CA Sales and Distribution.
CA Sales and Distribution provides full distributorship services in Botswana for ambient products
and alcoholic beverages. It is the largest distributorship business in Botswana.
4.1.2. Logico – Eswatini (90% owned)
Logico was established in 2003 in Eswatini.
Logico provides full distributorship services in Eswatini for ambient, frozen and chilled products. It
is the largest distributorship business in Eswatini. It also provides primary and secondary
distribution and transport services.
4.1.3. Pack ‘n Stack – South Africa (94.15% owned)
Pack ‘n Stack was established in 1976 as a regional agency business in the North West province
of South Africa and is the second largest operator in the South African market.
Pack ‘n Stack is a full service retail execution business with offices in all major cities in South Africa.
Pack ‘n Stack has entered into partnership and acquired various businesses over the years.
Business acquired by Pack ‘n Stack to expand its service offering to the market were CPG Instore
Retail solutions now trading as Agility Instore, Visible Worx and Effective Sales and Merchandising.
Visible Worx – South Africa (30% owned) was founded in 2014. Visible Worx installs any kind of
retail display from simple point of purchase installations to hi-tech digital interactive displays
involving premium electronics and security equipment. They provide a comprehensive asset
management solution for tracking assets from installation through to disposal
Effective Sales and Merchandising – South Africa (100%) was founded in 2013. The business
focuses solely on the 2nd and 3rd tiers of the South African wholesale and lower-end retail industry,
offering clients services that include sales, merchandising, contact centre support, principal support
(reporting and analytics) and deployment of channel implants.
4.1.4. SMC Brands – Namibia, Botswana, Lesotho and Eswatini (100% owned)
SMC Brands was established in 1999.
SMC Brands provides full distributorship services focusing on alcoholic beverages. It is a niche
player that provides mainly services to certain liquor clients. During 2021 SMC Lesotho was
established and started to operate in the last quarter of the year.
4.1.5. Wutow Trading – Namibia (100% owned)
Wutow Trading was established in 1944 in Namibia.
Wutow Trading provides full distributorship services in Namibia for ambient products. It is the
second largest distributorship business for ambient products in Namibia.
4.1.6. Smithshine Enterprises – Botswana (94% owned)
Smithshine Enterprises was established in 2004.
Smithshine Enterprises provides full distributorship services in Botswana for frozen and ambient
products. In addition to servicing the major retailers and wholesalers, it also specialises in providing
services to the bottom end of the market and forecourts.
4.1.7. Bullred Distribution – Zimbabwe (49% owned)
Bullred Distribution was established in 2000.
Bullred Distribution provides full distributorship services in Zimbabwe for ambient products and
alcoholic beverages.
4.1.8. Kalahari Training Institute – Botswana (83% owned)
Kalahari Training Institute was established in 2016.
The Kalahari Training Institute offers a wide range of “Best-of-Breed” BQA-Accredited vocational
training courses. The programs are tailor-made to each company’s training needs.
4.1.9. Promexs – Zambia (60% owned)
Promexs was founded in 2006.
Promexs is a specialist national merchandising and promotions business that services a range of
FMCG brands in Zambia.
4.1.10. PEO Promotions – Botswana (70% owned)
PEO Promotions is an established promotions agency in Botswana that offers a comprehensive
range of services and programmes brand owners can participate in to build brand awareness and
education, distribution and sales. Their primary offering is product demonstrations in and out of
store to educate shoppers, promote and sample new products, talk up innovation and drive sales.
4.1.11. Whitakers – Lesotho (45% owned)
Whitakers was founded in 1930.
Whitakers provides clients with merchandisers, field managers and sales representatives to the
FMCG trade in Lesotho.
4.1.12. MACmobile Group - South Africa, Kenya and Mauritius (47% owned)
MACmobile was founded in 2005.
Through its two regional offices and hundreds of installations across Africa, MACmobile enables
its customers to seamlessly adopt new technologies, automate their supply chain and provide
order-to-invoice generation.
4.1.13. The Group does not own 100% of all subsidiaries as the original acquisition agreements did not
cater for this. Not all of the original owners of the businesses were willing to sell outright. Neither
the controlling shareholder of the Group nor any of its associates own any of the minority stakes in
the Group’s subsidiaries.
4.1.14. Shareholders are referred to all announcements published by the Company over the previous 12
month period, to ensure that they are appraised of information relevant to the Company.
4.2. RATIONALE FOR LISTING
The rationale for the Listing is to increase the profile of the Company with South African based retail
and institutional investors and to create a platform to raise equity capital to the extent required in the
future.
4.3. PROSPECTS
The Group’s objective is to grow revenue in the next 5 years to at least R20 billion and to expand its
profit margin. The Group will continue its expansion, where feasible, by growing its client and customer
networks, expanding the value chain, using new distribution channels and entering into new customer
segments. As an African company, the Group will continue to grow its geographical footprint on the
Africa continent with value-adding acquisitions or by starting green field operations. The lingering
impact of COVID-19 on the economic environment is still uncertain. However, the Company is well
positioned with a strong balance sheet and a diverse geographical presence across Southern Africa.
The Company’s diversified portfolio should continue to enable it to deliver sustainable results for the
foreseeable future.
4.4. DIVIDEND POLICY
The Company aims to declare and pay 20% of the headline earnings as dividend as per its dividend
policy, subject to working capital requirements and capital expenditure required for expansion and
maintenance. The Company envisages paying final dividends during April.
4.5. LISTING ON THE JSE
4.5.1. The JSE has granted CA Sales a listing by way of introduction of all its issued ordinary shares
(being 461 432 502 ordinary shares of no par value) on the Main Board of the JSE under the
abbreviated name “CA Sales”, share code “CAA” and ISIN ZAE400000036 in the “Diversified
Retailers” sector with effect from the commencement of trade on 27 June 2022.
4.5.2. The Shares in CA Sales can only be traded on the JSE in dematerialised (electronic) form after the
Listing.
4.6. SHARE CAPITAL
4.6.1. The authorised and issued share capital of the Company, as at the Listing Date, will be as set out
below:
Number of Shares R
Authorised share capital
Ordinary Shares of no par value 2 000 000 000 0
Issued share capital
Stated capital – ordinary Shares of no par 461 432 502 R894 378 765
value
Treasury Shares - -
Total 461 432 502 R894 378 765
4.6.2. As at the Last Practicable Date, the Board confirms that the aggregate level of public shareholders,
being those on the CTSE (to be held on the JSE) and the BSE, met the requirements pursuant to
paragraph 4.28 (e) read with 4.25 and 4.26 of the JSE Listings Requirements as follows:
• 152 684 254 shares held by public shareholders on the BSE, comprising approximately
33.09%;
• 240 495 181 shares held by non-public shareholders on the CTSE (to be held on the JSE),
comprising approximately 52.12%; and
• 68 253 067 shares held by public shareholders on the CTSE (to be held on the JSE), comprising
approximately 14.79%,
Resulting in 47.88% of the Company being held by the public and 52.12% being non-public.
4.7. CA SALES DIRECTORS
The full names, ages, business addresses and capacities of the directors of CA Sales are provided
below:
Full name Age Capacity Business Address
Johannes Andries 52 Chairman 1st Floor, Ou Kollege Building, 35
Holtzhausen Kerk Street, Stellenbosch
Duncan Stakesby 53 Managing director 1st Floor, Building C, West End
Lewis Office Park
254 Hall Street, De Hoewes
Centurion
Frans Johannes 50 Financial director 1st Floor, Building C, West End
Reichert Office Park
254 Hall Street, De Hoewes
Centurion
Blackie Marole 67 Independent non- Plot 53745, Phakalane, Gaborone,
executive director Botswana, 0000
Johannah Shiellah 41 Independent non- Plot 1032
Moakofi executive director Botswana Road, Selebi
Phikwe, Selebi Phikwe,
Botswana, 0000
Leon Roche Cronje 65 Independen non- Val De Vie Estate
executive director 171, Paarl, Paarl, Western
Cape, 7646
Elias Masilela 58 Lead Independent non- 442 Crieff Lane,
executive director Waterford Estate,
Maroeladal, Gauteng, 2191
Badel Patel 40 Independent non- 583 Rayners Lane,
executive director Pinner, Pinner, London, Ha5
5hp
Jean Charl Craven 50 Alternate to B Patel 2a 14th Avenue,
Parkhurst, Johannesburg,
Gauteng, 2193
Frans Willem Britz 56 Non-executive director 1712 Crested Ridge Road, Aledo,
Texas, 76008, USA
Pieter Nicolaas de 46 Non-executive director 1st Floor, Ou Kollege Building, 35
Waal Kerk Street, Stellenbosch
4.8. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement are available in English only and may be obtained and are available for
inspection during normal office hours from 6 June 2022 until 27 June 2022 at the registered office of CA Sales
at 1st Floor, Building C, West End Office Park, 254 Hall Street, Centurion, 0157 and at the offices of CA Sales’
lead independent sponsor, Tamela Holdings Proprietary Limited, at Ground Floor, Golden Oak House,
Ballyoaks Office Park, 35 Ballyclare Drive, Bryanston. The Pre-listing Statement will also be available on the
Company’s website at www.casholdings.co.za from 6 June 2022 until 27 June 2022.
4.9. MATERIAL OBJECTIONS
Any material objections regarding the listing of CA Sales should be reported/notified to the Company or Tamela
Holdings Proprietary Limited from 6 June 2022 until 22 June 2022.
Centurion
6 June 2022
Transaction Advisor and Sponsor Lead Independent Sponsor
Date: 06-06-2022 12:15:00
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