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Abridged pre-listing statement
BYTES TECHNOLOGY GROUP PLC
(Incorporated in the England & Wales)
(Registered number: 12935776)
Share code: BYI
ISIN: GB00BMH18Q19
("Bytes Technology Group plc" or “the Company”)
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION, PUBLICATION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
ABRIDGED PRE-LISTING STATEMENT
This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct
Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including
in or into the United States, Australia, Canada or Japan.
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for
or purchase any ordinary shares ref erred to in this announcement except on the basis of the information
contained in the prospectus (which document has been approved by the JSE (as defined below) as a Pre-
listing Statement in terms of the applicable Listings Requirements of the JSE (the "Prospectus"), including
the risk factors set out therein, published by Bytes Technology Group plc (together with Bytes Technology
Limited ("Bytes UK") and its subsidiary undertakings, or in the event of , and following the proposed
demerger of Bytes UK (the "Demerger"), the Company and its subsidiary undertakings, including Bytes UK,
the "Bytes Group") today in connection with the proposed offer of ordinary shares (the "New Shares") of
the Company to certain institutional and professional investors (the "Offer").
This Abridged Pre-Listing Statement relates to the admission of the entire issued and to be issued ordinary
shares of Bytes Technology Group plc (the "Shares") to the premium listing segment of the Official List of
the FCA and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market
for listed securities and the Main Board of the JSE Limited ("JSE") by way of secondary inward listing
(together "Admission"). Admission is expected to take place with effect from Thursday, 17 December 2020.
The information in this Abridged Prelisting Statement has been extracted, in summarised form, from the full
Prospectus.
Capitalised terms not defined herein have the same meaning given to them in the Prospectus.
1 OVERVIEW OF THE COMPANY
The Bytes Group is one of the UK's leading providers of IT software offerings and solutions, with a focus
on cloud and security products. The Bytes Group enables effective and cost-efficient technology sourcing,
adoption and management across software, services, including in the areas of security and cloud. It aims
to deliver the latest technology to a diverse and embedded non-consumer customer base and has a long
track record of delivering strong financial performance.
The Bytes Group's software offering includes working with customers to identify their software needs,
selecting and deploying appropriate software products, managing licence compliance and, ultimately,
seeking to optimise their software assets. This offering is delivered through licensing and subscription
agreements. The reselling of software in the form of licensing agreements permits the Bytes Group's
customers to install the software on a specified number of IT devices, such as desktop computers, mobile
devices or servers. Software is also delivered through the cloud in the form of subscription agreements that
allow access to the software for a specified number of users over a period of time, which is known as
"software as-a-service". Examples include Microsoft Azure and Microsoft 365.
Beyond the reselling of software, the Bytes Group provides tailored IT solutions to its customers, including
the products and services required to implement and manage such solutions. These solutions, which are
provided both on premise and in the cloud, include professional and managed services as well as hardware
sales.
2 IMPORTANT DATES AND TIMES (1)(2)
2020
Publication of Prospectus (Offer opens) Tuesday, 1 December
Publication of this Abridged Pre-Listing Statement announcement on
SENS Tuesday, 1 December
Latest date f or receipt of indications of interest from investors in the Offer
(Offer closes) (5.00 pm) Thursday, 10 December
Publication of the Pricing Statement containing the Offer Price(3) Friday, 11 December
Commencement of conditional dealings on the London Stock
Exchange(3)(4) (08.00 am) Friday, 11 December
Completion of Demerger (8.00 am) Thursday, 17 December
Admission and commencement of unconditional dealings in the Shares
on the London Stock Exchange(5) (8.00 am) Thursday, 17 December
Admission and commencement of unconditional dealings in the Shares
on the JSE (5) (10.00 am Johannesburg time) Thursday, 17 December
Crediting of Shares to CREST accounts Thursday, 17 December
Crediting of Shares to the Dematerialised South African Shareholders'
accounts with their CSDP or Broker Thursday, 17 December
Despatch of definitive share certificates (where applicable) Week commencing 28 December
Notes:
1. Times and dates set out in the timetable above are indicative only and subject to change without
further notice. In particular, the dates and times of the announcement of the Offer Price and New
Share Offer Size and commencement of unconditional dealings in Shares on the LSE and the JSE
may be accelerated or extended as agreed between Numis and the Company.
2. All times are London time, unless otherwise stated herein. The time in Johannesburg will be two
hours ahead of London time.
3. The Pricing Statement will not automatically be sent to persons who receive the Prospectus but it will
be available free of charge at the registered office of the Company at Bytes House, Randalls Way,
Leatherhead, Surrey, England, KT22 7TW. In addition, the Pricing Statement will be published
(subject to certain restrictions) in electronic form and available on www.bytesplc.com. If (i) the Offer
Price is set above the Price Range or the Price Range is revised higher; and/or (ii) the number of
New Shares to be issued by the Company is set above or below the New Share Offer Size Range
(subject to the minimum free float requirements of the FCA), then the Company would make an
announcement via a Regulatory Information Service and prospective investors would have a statutory
right to withdraw their application for Shares pursuant to Article 17 of the Prospectus Regulation. The
arrangements for withdrawing offers to subscribe for or purchase Shares would be made clear in
such announcement.
4. It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and
any such dealings will be at the sole risk of the parties concerned.
5. Settlement of dealings in connection with the Offer will be on a four-trading day basis. Investors
trading on the first day of unconditional dealings will need to make alternative settlement
arrangements with their counterparties.
3 OFFER STATISTICS (1)
Price Range per Share(2) 240.0p to 290.0p
Expected maximum number of New Shares in the Offer(3) 171,842,458
Expected minimum number of New Shares in the Offer(4)(5) 111,297,716
Expected number of Shares in issue on Admission (4) 238,913,494
Expected minimum number of New Shares in the Offer as a percentage of
number of Shares in issue on Admission (4) 46.6%
Estimated gross proceeds of the Offer receivable by the Company (4) £294.9 million
Expected market capitalisation range of the Company (6) £573.9 million - £692.3 million
(1) Offer statistics included in this section assume the Demerger has been completed in full.
(2) It is currently expected that the Offer Price will be within the Price Range. It is expected that the
Pricing Statement containing the Of f er Price and the number of New Shares which are comprised
in the Offer will be published on or about 11 December 2020 and will be available (subject to certain
restrictions) on the Company's website at www.bytesplc.com. If the Offer Price is set above the
Price Range, then the Company will make an announcement via a Regulatory Information Service
and prospective investors will have a statutory right to withdraw their application for Shares
pursuant to Article 17 of the Prospectus Regulation.
(3) Assuming that Coronation Asset Management (Pty) Ltd ("Coronation"), Biltron (Pty) Ltd ("Biltron")
and Value Capital Partners ("VCP") elect to redeem f or cash 25 per cent., 35 per cent. and 100 per
cent., respectively, of their respective Convertible Notes, the remaining Altron Ordinary
Shareholders (other than Altron Finance) elect to redeem f or cash 100 per cent. of their Convertible
Notes and all such elections are satisfied ("Maximum Offer Size Assumptions") and the Offer Price
is set at the middle of the Price Range. The absolute maximum offering size is 230,756,765 New
Shares assuming the Offer Price is set at the bottom of the price range and 100 per cent. of the
Convertible Notes held by Altron Ordinary Shareholders are redeemed for cash.
(4) Assuming that Coronation, Biltron and VCP elect to redeem for cash 25 per cent., 25 per cent. and
80 per cent., respectively, of their respective Convertible Notes, such elections are satisfied, the
Default Ratio for Redemption and Conversion of the Convertible Notes held by the remaining Altron
Shareholders (other than Altron Finance) is 25 per cent. as to Redemption and 75 per cent. as to
Conversion and no other Altron Ordinary Shareholder elects to redeem greater than 25 per cent.
Of its Convertible Notes ("Base Offer Size Assumptions") and the Offer Price is set at the mid-point
of the Price Range.
(5) If the demand from investors in the Offer is insufficient to meet the Default Ratio of 25 per cent. as
to Redemption and 75 per cent. as to Conversion, then the Default Ratio will be adjusted
accordingly, with an absolute minimum offering size of 59,064,035 New Shares assuming the Offer
Price is set at the top of the Price Range.
(6) At the bottom and top of the Price Range per Share, respectively, and assuming the Base Offer
Size Assumptions. The market capitalisation of the Company at any given time will depend on the
market price of the Shares at that time. There can be no assurance that the market price of a Share
will be equal to or exceed the Offer Price.
4 DIRECTORS
The following table lists the names, positions, nationalities and ages of the Directors:
Name Age Nationality Position
Patrick De Smedt 65 Belgian Chairman
Neil Murphy 56 British Chief Executive Of f icer
Keith Richardson 61 British Chief Financial Of f icer
David Maw 69 British Non-executive Director
Mike Phillips 58 British Senior Independent Non-executive Director
Alison Vincent 56 British Non-executive Director
The business address of each Director is at Bytes House, Randalls Way, Leatherhead, Surrey, KT22 7TW,
England.
5 COPIES OF THE PROSPECTUS
Copies of the Prospectus are available during normal business hours on any weekday (Saturdays, Sundays
and public holidays excluded) for a period of 12 months following the date of the Prospectus at the offices
of the Company and for a period of 14 days following the date of the Prospectus at the offices of the JSE
Sponsor (Rand Merchant Bank). The Prospectus is also available on the Company's website at
www.bytesplc.com/ investors/ipo-documents (subject to certain restrictions).
Johannesburg
1 December 2020
LSE Sponsor and Sole Bookrunner
Numis Securities Limited
English and US legal advisers to the Company
Travers Smith LLP
English and US legal advisers to LSE Sponsor and Sole Bookrunner
Ashurst LLP
Financial Advisor and JSE Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
South African legal advisers to the Company
DLA Piper
South African legal advisers to LSE Sponsor and Sole Bookrunner
Edward Nathan Sonnenbergs Incorporated
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a prospectus in connection with an of f ering
of securities. These materials may not be published, distributed or transmitted by any means or media,
directly or indirectly, in whole or in part, in, into or within the United States. These materials do not constitute
an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be
offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or (ii) an available exemption from registration under the Securities Act. The securities
mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered
to the public in the United States.
The announcement does not constitute an offer for the sale of or subscription for, or the solicitation of an
offer to buy and subscribe for, securities to the public as defined in the South African Companies Act, 2008
(the "SA Companies Act") and will not be distributed to any person in South Africa in any manner which
could be construed as an offer to the public in terms of Chapter 4 of the SA Companies Act. These materials
do not, nor are they intended to, constitute a prospectus prepared and registered under the SA Companies
Act. Nothing in these materials should be viewed, or construed, as "advice" as that term is used in the
Financial Markets Act, 2012 and/or the Financial Advisory and Intermediary Services Act, 2001.
This announcement and any offer if subsequently made is and will only be addressed to and is and will only
be directed at persons in South Africa who fall within one of the categories listed in section 96(1)(a) and/or
(b) of the SA Companies Act.
This announcement 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 Altron'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 Altron and/or Bytes Technology Group plc's business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak
only as of the date they are made. No representation or warranty is made that any forward-looking
statement will come to pass.
Date: 01-12-2020 03:48:00
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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