Wrap Text
Abridged pre-listing statement
Premier Group Limited
(formerly Premier Group Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
(JSE share code: PMR)
(ISIN: ZAE000311692)
(Premier, the "Group" or the "Company")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR
ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE.
ABRIDGED PRE-LISTING STATEMENT
The capitalised words and expressions used in this abridged pre-listing statement that has been
prepared in accordance with the JSE Listings Requirements ("Abridged Pre-listing Statement"), unless
expressly defined or indicated otherwise herein, shall bear the meanings given to them in the full Pre-
listing Statement (as defined below).
This Abridged Pre-listing Statement relates to:
- the admission to listing of the Ordinary Shares (ISIN: ZAE000311692) of Premier Group Limited
(formerly Premier Group Proprietary Limited) (incorporated and registered on 31 May 2007) in the
"45102020 – Food Products" sector of the main board of the JSE (under the abbreviated name
"Premier" and share code "PMR") with effect from the commencement of business on Thursday, 8
December 2022 ("Admission"); and
- in connection with the Admission, the Offer to be undertaken by Brait Mauritius Limited ("Brait"),
which constitutes an offer for sale by Brait of up to 65,031,587 Ordinary Shares (predicated on the
Offer Price) (the "Sale Shares"), subject to certain terms and conditions, to (i) South African
Qualifying Investors; and (ii) to selected persons outside the United States of America in reliance
on Regulation S under the US Securities Act ("Qualifying International Investors"), in each case to
whom the Offer may be specifically addressed and only by whom the Offer will be capable of
acceptance. Up to the maximum number of Overallotment Shares borrowed by the Stabilisation
Manager under the Securities Lending Agreement, may be sold in the Offer for purposes of
Stabilisation.
This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy or subscribe for any Shares but is issued in
compliance with the JSE Listings Requirements for the purpose of providing information to the selected
persons in South Africa and other jurisdictions with regards to Premier.
The information in this Abridged Pre-listing Statement has been extracted, in summarised form, from
the full pre-listing statement published issued by Premier on Tuesday, 22 November 2022 (the "Pre-
listing Statement"). The Pre-listing Statement has been made available on Premier's website
www.premierfmcg.com. This Abridged Pre-listing Statement is not complete and does not contain all
the information that readers of the Abridged Pre-listing Statement and / or the Pre-listing Statement
should consider in relation to the Admission and the Offer.
Investing in the Ordinary Shares involves risks. Investors should read the Pre-listing Statement carefully
in its entirety, including the "Risk Factors" section, before taking any decision in relation to the Ordinary
Shares.
The Offer is subject to a minimum free-float requirement. The minimum free-float requirement is to
ensure that the Company has, once the Offer is completed, such number and composition of
Shareholders as will meet the minimum free-float and shareholder spread requirements, as prescribed
by the JSE Listings Requirements and as acceptable to the JSE. There is no minimum capital
requirement to be realised by the Offer. Admission will not proceed if the minimum free-float requirement
is not achieved, and any acceptance of the Offer shall not take effect and no person shall have any
claim whatsoever against the Company, Brait, any of their advisers, or any other person as a result of
the failure of any condition.
1. THE OFFER
- The Offer of the Sale Shares held by Brait, a wholly-owned subsidiary of Brait PLC, to South African
Qualifying Investors and Qualifying International Investors, intended to raise gross proceeds of up
to ZAR3.7 billion (including the Overallotment Option representing, if exercised, an additional
number of Ordinary Shares at the Offer price equal to an aggregate consideration of up to ZAR200
million).
- The Offer Price Range of ZAR53.82 – ZAR67.04 per Offer Share, equating to an equity valuation
of ZAR6.9 billion– ZAR8.6 billion.
- The Offer Price Range equates to a 6.0x – 7.0x last twelve months to 30 September 2022 multiple
of earnings before interest, tax, depreciation, and amortisation ("EBITDA") to enterprise value. This
represents a 10% – 28% discount to Brait’s latest valuation of Premier, after adjusting for the
ZAR1.04 billion refinancing of Premier’s long-term debt on 2 November 2022. ZAR950 million of
these refinancing proceeds were used to make a distribution to Premier’s shareholders prior to the
Admission.
- Brait will receive gross proceeds of up to ZAR3.7 billion from the Offer, which, together with its
share of the November 2022 pre-listing distribution of ZAR950 million, totals up to ZAR4.7 billion,
before fees and expenses.
- The gross proceeds of up to ZAR4.7 billion holistically address Brait’s future liquidity
requirements and Brait remains committed to distributing its assets to shareholders.
- Concurrently with, and to support, the Admission and Offer, Titan, RMB, Premier and Brait have
entered into the Cornerstone Investment and Underwriting Agreement, in terms of which Titan
Premier Investments Proprietary Limited ("Titan"), has, pursuant to the Titan Cornerstone
Investment, agreed to purchase the Titan Cornerstone Investment Shares, representing c.36.2%
of the maximum number of Offer Shares (including the Overallotment Shares) and an institutional
investor, who has agreed to purchase a further 2.4% of the Offer Shares (including the
Overallotment Shares), resulting in 38.6% coverage of the Offer throughout the Offer Price Range.
- In addition, Titan and RMB have agreed, pursuant to the Cornerstone Investment and Underwriting
Agreement, to commitments to underwrite the Offer by purchasing Offer Shares up to an amount
equal to ZAR2.9 billion and ZAR0.5 billion, respectively, at the bottom of the Offer Price Range
provided that the Offer Price shall not exceed ZAR53.82 unless the Joint Bookrunners have
allocated all of the Underwritten Shares in the Offer.
- The total fees and commissions payable to Titan pursuant to the Cornerstone Investment and
Underwriting Agreement is 1.25% of the gross proceeds raised by Brait in connection with the
Titan Cornerstone Investment and the Titan Underwrite, to be paid by Brait upon closing of the
Offer.
- The total fees and commissions payable to RMB pursuant to the Cornerstone Investment and
Underwriting Agreement is 1.25% of the gross proceeds raised by Brait in connection with the
RMB Underwrite to be paid by Brait upon closing of the Offer.
- The Listing is subject to customary conditions for capital markets transactions of this nature,
including the minimum free-float and shareholder spread requirements as prescribed by the JSE
Listings Requirements.
- To the extent that there is insufficient demand to achieve the JSE minimum free-float requirement
of 20% (excluding the Titan Cornerstone Investment Shares), the Admission will not proceed.
Nonetheless, the sale of Shares held by Brait, will proceed with Titan and RMB purchasing ZAR3.0
billion (43.2% of Premier) and ZAR0.5 billion (7.2% of Premier) of unlisted Shares respectively from
Brait at the bottom of the proposed price range by way of a private sale of shares, subject to the
terms and conditions contemplated in the share purchase agreement entered into between Titan,
RMB, Brait and Premier. By virtue of this structure, RMB will only be required to purchase Shares
should the Admission not proceed. Should the Admission proceed, RMB would have no obligation
to take up, and no exposure to, the equity in Premier.
- Brait PLC has invited its major institutional shareholders to participate in the Offer. As part of the
Offer, it has offered to cede and transfer to those Brait PLC shareholders who submit an order to
purchase Offer Shares equal to their fully diluted shareholding in Brait PLC (assuming that all the
outstanding senior, unsecured, exchangeable bonds due in 2024 that were issued by a subsidiary
of Brait PLC, are exchanged for ordinary shares in Brait PLC), the voting rights in Premier held by
Brait following the Admission equal to their percentage allocation of Offer Shares.
- The Takeover Regulations Panel have granted Titan and its associated entities an exemption from
the obligation to make a mandatory offer in terms of section 119(6) of the Companies Act in relation
to its acquisition of more than 35% of the voting rights attached to all securities issued by Premier
on account of the Cornerstone Investment and Underwriting Agreement and the Cession of Voting
Rights Agreement.
- Lock-up arrangements will apply to each of the Company (180 days from the Admission Date),
Brait (360 days from the Admission Date), Premier’s senior management (360 days from the date
of Listing), and Titan (180 days from the Admission Date), subject to customary exceptions for
transactions of this nature and provided that:
- Brait PLC would be entitled to unbundle its residual shareholding in Premier within the lock-up
period; and
- to the extent that Titan exercises its right, as contemplated under the Cornerstone Investment
and Underwriting Agreement, to sub-underwrite up to ZAR500 million of its exposure, no lock-
up arrangements will apply to the Shares that are subject to the sub-underwritten component
of the Titan Underwriting Commitment, in line with standard market practice.
The Company’s authorised share capital comprises 200,000,000 Ordinary Shares, 25,000 A Ordinary
Shares and 50,000 A1 Ordinary Shares and the Company’s issued share capital comprises 128,905,800
Ordinary Shares, 15,457 A Ordinary Shares and 23,060 A1 Ordinary Shares. As at the Admission Date,
the Company’s listed issued shares are expected to comprise 128,905,800 Ordinary Shares. The
Company’s unlisted issued shares shall comprise 15,457 A Ordinary Shares and 23,060 A1 Ordinary
Shares, as at the Admission Date. No Shares are, or on the Admission Date are expected to be, held in
treasury by the Group. The actual number of Offer Shares sold on the Settlement Date and certain other
information is expected to be announced via SENS on Monday, 5 December 2022 and published in the
South African press on Tuesday, 6 December 2022.
2. RATIONALE FOR THE ADMISSION AND THE OFFER
The main purposes of the Offer and Admission are to:
- enable Brait to realise a portion of its investment in the Company through the disposal of the Offer
Shares, reduce its gearing and substantially eliminate the need for Brait to sell any further Ordinary
Shares into the market, and clear the path for an unbundling of the remaining Ordinary Shares held
by Brait to Brait PLC shareholders at an appropriate time in due course;
- provide the Company with access to capital markets, which it may use to support and develop
further growth of the Group in accordance with its strategy and to finance acquisitions of, or
investments in, businesses, technologies, and other assets in the future;
- provide holders of Ordinary Shares with a liquid public market on which to trade their Ordinary
Shares;
- raise the Company’s profile through the listing and trading of the Company's Ordinary Shares on
an established exchange and increase investor awareness regarding the Company’s vision,
strategy and operations; and
- enable Premier to use listed securities to potentially raise capital in the future under circumstances
deemed appropriate by the Directors to, among other things, strengthen the Company's balance
sheet and to assist the Group to optimise the capital structure of the Group, to the extent required.
The Company will not receive any proceeds from the sale of the Offer Shares to be sold by Brait under
the Offer.
Brait will retain a significant shareholding in the Company post implementation of the Offer and
Admission and will continue to work closely with the Group's management to drive growth and create
value in the Group.
3. OVERVIEW OF PREMIER
Premier is a leading consumer product goods ("CPG") company in Southern Africa that has expanded
its portfolio from a traditional milling and baking ("Millbake") business to include a groceries business
("Groceries and International"). Premier’s Millbake business comprises operations and distribution
facilities throughout South Africa, Lesotho and eSwatini, operating bakeries, maize and wheat mills
supported by an extensive distribution capability. Premier’s Groceries and International business
comprises a portfolio of sugar confectionery products, home and personal care ("HPC") products,
beverages, and a diversified product portfolio in Mozambique through Companhia Industrial da Matola
("CIM").
Premier employs over 8,100 permanent and contracted employees across owned sites and operates 13
bakeries, 7 wheat mills and 3 maize mills. The company has an installed milling capacity per annum of
approximately 980,000 tonnes of wheat, 680,000 tonnes of maize, and an installed baking capacity of
747 million loaves of bread and delivers approximately 1.7 million loaves of bread a day to over 45,000
customers, 363 days a year. Premier operates 30 owned manufacturing sites and 25 distribution depots,
spanning South Africa, eSwatini, Lesotho and Mozambique. ZAR5.2 billion in capital expenditure since
2012 has culminated in a robust and technologically advanced operating platform, which can be further
leveraged to enter new CPG categories.
Premier’s two reporting business units produce a wide range of products:
- Millbake includes bread, sandwich squares (individually packaged, pre-sliced toasted bread),
maize, wheat, samp (dried corn kernels that have been pounded and chopped until broken), quick
cook samp, instant maize porridge, maize rice, maize flour, wheat flour, corn flour, baking powder,
pasta and value-added baking mixes. A significant proportion of Millbake products are supplied to
the informal market - with more than 60% of Premier’s Millbake sales derived from this market.
- Groceries and International includes sugar confectionery, a business that has an extensive range
of products including inter alia, marshmallows, jellies, chews, gums, compressed sweets, boiled
lollipops and sweets, liquorice, chocolate coated gums, and peanut brittle. Premier has further
enhanced its strong market position in sugar confectionery brands, with synergies from the
acquisition of the business of Mister Sweet, concluded in June 2021 and which are expected to
fully materialise in the years ending 31 March 2023 and 2024. The HPC portfolio includes sanitary
pads, non-applicator and applicator tampons, liners, maternity pads, breast pads, reusable
applicators and menstrual cups, a broad range of cotton tips, pads, balls and rolls, and plastic
gloves. The balance of the Groceries and International business includes nutritional beverages, as
well as biscuits, pasta, rice and animal feeds produced and sold by Premier’s Mozambique
subsidiary CIM. CIM is a subsidiary in the Group which is 98% held by Prem-Cap Investments
Proprietary Limited, which is wholly owned by Premier.
Premier produces and markets iconic South African brands such as Snowflake, Blue Ribbon, BB
Bakeries, Star, Mister Bread, Iwisa, Nyala, Super Sun, Invicta, Impala, Manhattan, Super C, Mister
Sweet, Champion toffee, Rascals, Candy Tops, Frutus, Lil-lets, Vulco and Dove cotton wool; as well as
leading brands in Mozambique which include CIM, Florbela, Favorito, Polana, Top Score, Celeste,
Dourado, Sunblest and Blue Ribbon (imported from eSwatini); and in eSwatini brands which include
SUB, Mister Bread, Blue Ribbon, Iwisa, Bakers Pride and Ligugu and Mandla Mageu.
According to DataOrbis market share data by value for the 12 months to August 2022, Premier has an
approximate 24% market share in bread, 32% market share in flour, 20% market share in maize, 18%
market share in total sugar-based confectionery (rising to a 20% market share within Premier’s defined
segments comprising gums and jellies, marshmallows, chews, compressed and boiled sweets, toffees
and liquorice) and an 18% market share in feminine care in South Africa. Notably, in respect of the bread
category for the 12 months to August 2022, Premier held the market leading position in the Western
Cape (37%), and the second largest market share in KwaZulu-Natal (30%) and the Eastern Cape (34%),
respectively (Source: DataOrbis). Since 2012, the coastal regions have been a strong focus for
Premier’s success in the bread market, and Premier’s baking business is now on the path to delivering
its strategy to expand its inland market share as the Group recently commissioned a new Pretoria-based
bakery and mill to better service the inland region.
Premier’s leading consumer brands are marketed to consumers using bespoke trade, shopper, and
consumer marketing tools in various media channels. The brands are active on trade broadsheet,
outdoor media, radio and television, print, various in-store media and on social media. Well-branded
and informative packaging forms the core of Premier’s brand communication strategy direct to the
shopper. During COVID-19, Premier actively redirected marketing spending into various initiatives which
benefitted the communities that Premier serves, increasing the visibility of its products.
One of Premier’s key strengths is its route to market capability using a fleet of 1,059 (912 owned, 147
third party) bakery vehicles delivering bread to over 45,000 customers, 363 days a year. For the balance
of the product portfolio, Premier distributes its sugar confectionery and HPC brands to the retail,
wholesale, general trade, buy-to-use and out-of-home and export sales channels through its strategically
situated distribution centres and its fully owned fleet, accounting for 40% of deliveries, with the remainder
distributed through third parties. The 4,890 sales and merchandising contracted service providers call
on 5,400 stores daily to ensure Premier’s products are visible and available for consumers to purchase.
Premier is led by a strong and experienced management team that think and act like owners of the
business. The management team has a proven track-record of acquiring and integrating new businesses
successfully and are supported by a strong executive and middle management unit. The management
team’s incentives are aligned to the realisation of Premier’s growth strategy, and they are committed to
Premier through an incentive structure to 2027. Management is participating in the Offer by purchasing
Offer Shares from Brait for up to ZAR20 million at the Offer Price.
In addition to the Ordinary Shares that are owned by Senior Management and former management,
Premier has created A Ordinary Shares and A1 Ordinary Shares that have been subscribed for by Senior
Management and former management which convert to Ordinary Shares in 2027 based on the relative
value of the Ordinary Shares at that date (net of a notional finance cost equivalent to prime less 1%). In
aggregate, Senior Management members have invested ZAR59.9 million to acquire their Ordinary
Shares, A Ordinary Shares and A1 Ordinary Shares and in addition have received interest bearing loans
from Premier to acquire the Ordinary Shares. The value of the A Ordinary Shares and A1 Ordinary
Shares is dependent on the performance of the business and the value of the A Ordinary Shares and
A1 Ordinary Shares is targeted to grow to ZAR400 million – ZAR500 million over the next 5 years, which
when converted into Ordinary Shares would result in management’s aggregate shareholding increasing
from 1.39% to between 2.5% – 3.5% of Premier’s Ordinary Shares in issue. Prior to any conversion into
Ordinary Shares, the A Ordinary Shares and A1 Ordinary Shares also entitle their holders to their pro
rata share of all distributions declared by Premier.
4. FINANCIAL HIGHLIGHTS
The following figures are a summary of Premier’s financial performance over the past three financial
years ended 31 March:
Unit FY2020 FY2021 FY2022
Revenue ZAR million 11,048 12,526 14,538
Millbake ZAR million 9,051 10,547 11,870
Groceries and International ZAR million 1,996 1,979 2,668
Revenue growth % 13.4% 16.1%
Adjusted EBITDA* ZAR million 1,032 1,099 1,490
Millbake ZAR million 919 1,053 1,388
Groceries and International ZAR million 185 122 200
Corporate ZAR million (72) (76) (97)
Adjusted EBITDA margin % 9.3% 8.8% 10.3%
Operating profit/(loss) ZAR million (6)** 685 877
Operating profit margin % (0.1%) 5.5% 6.0%
Profit after tax ZAR million (626) 67 278
Profit after tax margin % (5.7%) 0.5% 1.9%
Free cash flow conversion:
Including expansionary capital
expenditure % 39.6% 73.0% 44.4%
Excluding expansionary capital
expenditure % 55.5% 96.7% 66.8%
* Adjusted EBITDA defined as earnings before interest, tax, depreciation, amortisation, and impairment losses.
** Impacted by impairment losses of ZAR631 million, primarily relating to the write-down in the investment in CIM for property, plant
and equipment and the write-down of various trademarks and goodwill.
In FY2022, Premier generated revenue of ZAR14.5 billion and Adjusted EBITDA of ZAR1.5 billion. The
Millbake and Groceries and International businesses contributed 82% and 18%, respectively, to Premier
Group revenue. Despite high commodity prices and pandemic-led headwinds, Premier delivered strong
financial results over the three-year period to FY2022. Revenue grew by a CAGR of over 15% alongside
a strengthening of margins driven by volume and market share growth, a recovery in the Cape Town
bakery and CIM business and active cost management and operational efficiencies undertaken by
management. Adjusted EBITDA grew by a 20% CAGR over the 3-year period.
Premier’s Millbake division (82% of Group revenue) showed strong momentum in FY2022, successfully
managing its margins in an inflationary environment:
- Revenue growth of 12.5% to ZAR11.9 billion, comprising volume growth of 6.0% and average price
inflation of 6.5%; and
- Adjusted EBITDA, excluding head office costs, growth of 32% to ZAR1.4 billion, with Adjusted
EBITDA margins expanding by 170bps to 11.7%.
Premier’s Groceries and International division (18% of Group revenue) increased revenue by 35% to
ZAR2.7 billion. Adjusted EBITDA, excluding head office costs, increased by 24% to ZAR200 million,
driven by significant historic capex spend, brand loyalty, and product expansion. On a divisional basis:
- Sugar confectionery revenue increased by 238% to ZAR763 million with revenue from Mister Sweet
contributing ZAR540 million for the 10 months since acquisition;
- HPC revenue increased by 6% to ZAR651 million; and
- CIM Premier’s Mozambique subsidiary increased revenue by 10.4% to ZAR1.2 billion.
Capital expenditure for the Group of ZAR519 million (FY2021: ZAR504 million) comprises ZAR186
million maintenance capital expenditure (FY2021: ZAR244 million) and ZAR333 million expansionary
capital expenditure (FY2021: ZAR260 million), largely relating to the new Pretoria mill and bakery,
which was recently commissioned.
Premier’s leverage ratio (measured as net debt owing to third parties excluding shareholder funding to
EBITDA) was 1.6x at the end of FY2022 (FY2021: 1.9x). Premier’s Adjusted Return on Invested Capital
(adjusted for capital expenditure projects not yet, or recently, commissioned and the revaluation of
internally generated intangibles) increased from 11.1% for FY2021 to 14.8% for FY2022.
Update on performance for the six months ended 30 September 2022 (1H FY2023)
Premier delivered a strong performance for 1H FY2023, despite extraordinarily high commodity prices,
loadshedding and other cost inflationary pressures. Revenue grew 23.9% on the prior interim period.
EBITDA and EBIT grew by 15.7% and 23.0% respectively on the prior interim period, whilst finance
costs declined 72.9% on the prior interim period to ZAR58 million, principally due to the shareholder
funding provided by Brait being equitised in May 2022.
The Millbake division delivered a stellar performance for 1H FY2023, growing volumes in the bread,
wheat, and breakfast categories, despite price increases being passed through to the market, and the
impact of loadshedding. In 1H FY2023, revenue in Millbake increased by 24.7% to ZAR7.2 billion with
c.4.5% volume and c.20.2% price impact. Millbake EBITDA increased by 15.3% to ZAR761 million in
1H FY2023 with the EBITDA margin contracting by 90bps to 10.6%.
Strong performance from Groceries and International was driven by significant historic capital spend,
brand loyalty and product expansion. In 1H FY2023, revenue in Groceries and International increased
by 19.8% to ZAR1.5 billion, supported by robust performance in the Sugar Confectionery category, with
growing sales volumes underpinning increases in revenue, gross profit, and EBITDA. HPC and CIM
traded well in 1H FY2023, with gross profit and EBITDA increases being attributed to strong margin
management and well-controlled costs. Overall, Groceries and International EBITDA increased by
25.1% to ZAR112 million in 1H FY2023, with margins expanding by 30bps to 7.5%.
Capital expenditure of c.ZAR215 million was incurred in 1H FY2023, comprising ZAR66 million of
expansionary capital expenditure and ZAR149 million of maintenance capital expenditure. Capital
expenditure as a proportion of revenue came in at 2.5% in 1H FY2023 versus 3.0% in 1H FY2022. Free
cash flow conversion (excluding expansionary capital expenditure) of 61.1% is up from 54.7% in 1H
FY2022. Including expansionary capital expenditure, the conversion ratio of 53.1% in 1H FY2022 is up
from 34.2% in 1H FY2022.
Premier’s leverage ratio was 1.4x as at end 1H FY2023, which on a pro forma basis, increased to 2.0x
after the refinancing of its long-term debt on 2 November 2022. Premier’s Adjusted Return on Invested
Capital increased by 200bps on the prior interim period to 14.9%.
Premier is targeting a pay-out ratio of 30% to 60% (2.0x to 2.5x times cover) of diluted headline earnings
per share from continuing operations considering its targeted leverage ratio (net debt / EBITDA) of
approximately 1.5 x by the end of FY2025, as well as its cash generation and growth aspirations.
Premier’s current intention is to declare a maiden dividend in 2023 post the release of FY2023 full year
financial results, to be paid out of retained earnings. The 2023 dividend will be based on the above pay-
out ratio and pro-rated for the period commencing from Admission Date to the end of the FY2023
financial year.
5. KEY STRENGTHS
Premier is a highly attractive investment opportunity, within the food producers’ sector, differentiated by
consistently strong financial and operational performance and a scalable platform. Premier believes that
the following key strengths contribute to its success and distinguish it from its competitors:
- Premier is well positioned as a sector CPG leader within the Sub-Saharan African market;
- Premier is the largest unlisted South African essential foods business in the market (Source:
Euromonitor, Staple Foods in South Africa, Dec 2021 and Mail & Guardian, SA’s Food Security –
Premier Helping to Feed the Nation, Oct 2022);
- Premier has a track record of withstanding input cost pressures in a rising inflationary environment;
- Premier has a consistent track record of superior financial performance;
- Premier’s continued capital expenditure investment has delivered fully integrated, best-in-class
facilities;
- Premier has identified growth vectors to bolster its leading market position and support future
success; and
- Premier has a highly skilled and experienced management team.
6. OVERARCHING BUSINESS STRATEGY
Premier pursues its purpose to ensure that its products and employees make a difference in the
everyday lives of consumers through "The Premier Way" to:
Unlock future growth – focusing on the optimisation and growth of the core business through innovation
and improved efficiency and costs, together with the delivery of attractive growth, margin returns and
returns to investors.
Earn the right to operate in communities – ensuring the protection of the health and safety of employees
and consumers, pursuing Sustainable Development goals and limiting our impact on the planet and
purpose through social upliftment and a more inclusive organisation which is achieved by a clear
commitment to building employee engagement equity within communities and a focus on B-BBEE within
the business.
Grow together to be the best – developing Premier’s people through improved leadership strength,
functional competencies at all levels, entrench performance management processes, retaining critical
staff and promoting diversity and inclusiveness to inspire employees with a sense of belonging to make
a meaningful contribution.
Be brilliant at the basics – creating fit-for-purpose products that reflect value for money and strive for
continuous improvement in all operations, identifying cross-functional efficiencies, providing consistent
quality and product and service availability to the end consumer.
The Premier Way underpins the leadership and communication philosophy within the business to
execute on strategy and build the employee value proposition.
Premier operates in a high-performance growth culture with corporate and operational business
scorecards focused on driving growth. Premier measures the execution of its strategies and its
performance on a quarterly basis and adapts plans and tactics where necessary. This ensures that
Premier remains agile and relevant in its dynamic business environment.
7. DIRECTORS AND MANAGEMENT
The directors of Premier on the Admission Date are set out below:
Name (age) Position Nationality Address
Cornelius Johannes Independent Non- South African Building 5, Maxwell Office
Roodt (63) Executive Director and Park, Magwa Crescent West,
Chairman Waterfall, 2090
Jacobus Johannes Executive Director and South African Building 5, Maxwell Office
Gertenbach (51) CEO of Premier FMCG Park, Magwa Crescent West,
Waterfall, 2090
Fritz Grobbelaar (44) Executive Director and South African Building 5, Maxwell Office
CFO of Premier FMCG Park, Magwa Crescent West,
Waterfall, 2090
Rolf Mark Hartmann (48) Non-Executive Director South African Building 5, Maxwell Office
Park, Magwa Crescent West,
Waterfall, 2090
Peter Robert Nainby On 11 November 2022 British Building 5, Maxwell Office
Hayward Butt (50) became the Alternate Park, Magwa Crescent West,
Director to Rolf Mark Waterfall, 2090
Hartmann
Faith Nondumiso Independent Non- South African Building 5, Maxwell Office
Khanyile (55) Executive Director Park, Magwa Crescent West,
Waterfall, 2090
Jonathan Matthews (48) Non-Executive Director South African Building 5, Maxwell Office
/ British Park, Magwa Crescent West,
Waterfall, 2090
Harish Ramsumer (61) Independent Non- South African Building 5, Maxwell Office
Executive Director Park, Magwa Crescent West,
Waterfall, 2090
Wandile Sihlobo (32) Independent Non- South African Building 5, Maxwell Office
Executive Director Park, Magwa Crescent West,
Waterfall, 2090
Iaan van Heerden (50) Non-Executive Director South African Building 5, Maxwell Office
Park, Magwa Crescent West,
Waterfall, 2090
8. IMPORTANT DATES AND TIMES
The following indicative timetable sets out expected dates for the implementation of the Offer and the
Admission*.
Key action 2022
Opening date of the Offer at 09:00 on Tuesday, 22 November
Publication of the Pre-listing Statement on Tuesday, 22 November
Release of the Abriged Pre-listing Statement on SENS on Tuesday, 22 November
Publication of the Abriged Pre-listing Statement in the press on Wednesday, 23 November
Last date and time for indications of interest for purposes of book
building to be received up until 12:00 on Friday, 2 December
Closing date of the Offer at 12:00 on Friday, 2 December
Successful applicants advised of allocations on Friday, 2 December
Publication date of the final Offer Price and final number of Offer Shares
released on SENS on Monday, 5 December
Publication date of the final Offer Price and final number of Offer Shares
published in the press on Tuesday, 6 December
Settlement and Admission Date Thursday, 8 December
* The above dates and times are subject to amendment. Any such material amendment will be released on SENS and published
in the South African Press.
9. COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is only available in English and copies may be viewed on the Company’s
website at www.premierfmcg.com or, by eligible investors, during normal business hours from Tuesday,
22 November 2022 until Friday, 2 December 2022 from Premier, RMB and Computershare Investor
Services (Proprietary) Limited as follows:
Premier Rand Merchant Bank
Building 5 1 Merchant Place
Maxwell Office Park Cnr Fredman Drive and Rivonia Road
Magwa Crescent West Sandton, 2196
Waterfall, 2090
Computershare Investor Services Proprietary
Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Johannesburg
22 November 2022
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint Global Coordinator, Joint Bookrunner and Stabilisation Manager
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint Global Coordinator and Joint Bookrunner
The Standard Bank of South Africa Limited
Joint Bookrunner
Investec Bank Limited
South African Legal Advisor to the Company
DLA Piper Advisory Services Proprietary Limited
South African Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and Stabilisation
Manager
Webber Wentzel
International Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and Stabilisation
Manager
Linklaters LLP
Independent Reporting Accountants and auditors
PricewaterhouseCoopers Inc.
DISCLAIMER
Prospective investors are expressly advised that an investment in Ordinary Shares entails certain risks and
that they should therefore carefully read and review the entire Pre-listing Statement. Prospective investors
should not just rely on key information or information summarised within the Pre-listing Statement or this
Abridged Pre-listing Statement. Prospective investors should, in particular, read the section of the Pre-
listing Statement entitled "Risk Factors" when considering an investment in the Ordinary Shares. A
prospective investor should not invest in Ordinary Shares unless it has the expertise (either alone or with a
financial adviser) to evaluate how the Ordinary Shares will perform under changing conditions, the resulting
effects on the value of the Ordinary Shares and the impact this investment will have on the prospective
investor’s overall investment portfolio. Prospective investors should also consult their own tax advisers as
to the tax consequences of the purchase, ownership and disposal of the Ordinary Shares.
The content of this Abridged Pre-listing Statement and the Pre-listing Statement should not be construed
as business, legal or tax advice. It is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Company, the Directors, Brait (or its directors),
Brait PLC (or its directors), Titan (or its directors) or any of their advisers or any of their respective
representatives that any recipient of this Abridged Pre-listing Statement and/or the Pre-listing Statement
should purchase any Ordinary Shares. Prospective investors should consult their own professional adviser
before making any investment decision with regard to the Ordinary Shares, among other things, to consider
such investment decision in light of his or her personal circumstances and in order to determine whether or
not such prospective investor is eligible to purchase Ordinary Shares. In making an investment decision,
prospective investors must rely on their own analysis, enquiry and examination of the Company and the
Ordinary Shares, including the merits and risks involved.
The contents of this Abridged Pre-listing Statement have been prepared by and are the sole responsibility
of Premier.
The information contained in this Abridged Pre-listing Statement is for background purposes only and does
not purport to be full or complete. No reliance may be placed by any person for any purpose on the
information contained in this Abridged Pre-listing Statement or its accuracy, fairness, or completeness.
This Abridged Pre-listing Statement is not for publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan. The distribution of this Abridged Pre-listing Statement may be
restricted by law in certain jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This Abridged Pre-listing Statement does not constitute or form a part of any offer or solicitation to purchase
or subscribe for securities to any person in the United States, Australia, Canada, or Japan or in any
jurisdiction.
Copies of this Abridged Pre-listing Statement are not being made and may not be distributed or sent into
the United States, Canada, Australia, or Japan.
This Abridged Pre-listing Statement does not constitute or form part of any offer or solicitation or
advertisement to purchase any shares in South Africa, including an offer to the public for the sale of, or the
solicitation of an offer to buy, shares as defined in the South African Companies Act and will not be
distributed to any person in South Africa in any manner that could be construed as an offer to the public in
terms of the South African Companies Act 71 of 2008 ("Companies Act"). In South Africa this Abridged Pre-
listing Statement is directed only at (i) persons falling within the exemptions set out in section 96(1)(a) of
the Companies Act; (ii) persons who subscribe, as principal, for Shares at a minimum aggregate
subscription price of R1,000,000, as envisaged in section 96(1)(b), of the Companies Act; and (iii) to
selected persons outside the United Stated in reliance on Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act") (all such persons in (i), (ii) and (iii) being referred to as "relevant
persons"). Any investment activity to which this Abridged Pre-listing Statement relates will only be available
to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act
on this Abridged Pre-listing Statement or any of its contents. This Abridged Pre-listing Statement does not,
nor does it intend to, constitute a "registered prospectus", as contemplated by the Act.
The information contained in this Abridged Pre-listing Statement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37
of 2002, as amended ("FAIS Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the Shares or in relation to the business or
future investments of the Company is appropriate to the particular investment objectives, financial situations
or needs of a prospective investor, and nothing in this Abridged Pre-listing Statement should be construed
as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration, exemption from registration or qualification under the
securities laws of any jurisdiction. This Abridged Pre-listing Statement is not an offer of securities for sale
in the United States. The securities mentioned herein have not been, and will not be, registered under the
Securities Act. The securities may not be offered or sold in the United States.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this
Abridged Pre-listing Statement and any offer if made subsequently is directed only at persons who are
"qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these
purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU. In the United Kingdom this Abridged Pre-listing
Statement is directed exclusively at Qualified Investors (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order,
and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates
will only be engaged in with such persons and it should not be relied on by anyone other than such persons.
Forward-looking statements
This Abridged Pre-listing Statement may include statements that are, or may be deemed to be, "forward-
looking statements". These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", 'expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking statements
reflect the Group’s current view with respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Group’s business, results of operations,
financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of
the date they are made.
Each of the Company, Brait, Ethos, RMB, Investec and Standard Bank and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement
contained in this Abridged Pre-listing Statement whether as a result of new information, future
developments or otherwise.
This Abridged Pre-listing Statement does not constitute or form part of any offer or invitation to sell or issue,
or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or
any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract
therefor.
The timing of the Admission may be influenced by factors such as market conditions. There is no guarantee
that Admission will occur, and you should not base your financial decisions on the Company’s intentions in
relation to Admission at this stage. Acquiring investments to which this Abridged Pre-listing Statement
relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering
making such investments should consult an authorised person specialising in advising on such investments.
This Abridged Pre-listing Statement does not constitute a recommendation concerning the Offer. The value
of shares can decrease as well as increase. Potential investors should consult a professional advisor as to
the suitability of the Offer for the person concerned.
None of Brait, RMB, Investec and Standard Bank or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the information in this Abridged
Pre-listing Statement (or whether any information has been omitted from the Abridged Pre-listing
Statement) or any other information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the Abridged Pre-listing Statement or its contents or otherwise
arising in connection therewith.
Each of RMB, Investec and Standard Bank are acting exclusively for the Company and Brait and no-one
else in connection with the Offer. They will not regard any other person as their respective clients in relation
to the Offer and will not be responsible to anyone other than the Company and Brait for providing the
protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents
of this Abridged Pre-listing Statement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of RMB, Investec and Standard Bank and any of their respective affiliates,
may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell,
offer to sell, or otherwise deal for their own accounts in such Shares and other securities of the Company
or related investments in connection with the Offer or otherwise. Accordingly, references in the Pre-listing
Statement, once published, to the Shares being issued, offered, subscribed, acquired, placed, or otherwise
dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by
any of RMB, Investec and Standard Bank and any of their respective affiliates acting in such capacity.
In addition, RMB, Investec and Standard Bank may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to time acquire, hold, or dispose of Shares.
None of RMB, Investec and Standard Bank nor any of their respective affiliates intend to disclose the extent
of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations
to do so.
Unless otherwise indicated, market, industry, market share and competitive position data are estimates
(and accordingly, approximate) and should be treated with caution. Such information has not been audited
or independently verified, nor has the Company ascertained the underlying economic assumptions relied
upon therein.
Date: 22-11-2022 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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