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Abridged Pre-listing statement, inward listing, The Alternative Exchange
Osiris Properties International Limited
(Incorporated in Bermuda)
(Registration number 46566)
BSX share code: OPI.BH JSE share code: OPI ISIN: BMG6786C1038
(Osiris Properties or the Company)
ABRIDGED PRE-LISTING STATEMENT REGARDING THE INWARD LISTING OF OSIRIS PROPERTIES ON THE ALTERNATIVE EXCHANGE OF
THE JSE LIMITED
This abridged pre-listing statement relates to:
- an offer to invited investors to subscribe for a maximum of up to 72 168 Osiris Properties shares
(the private placement) at an offer price of R13.00 per share; and
- the listing on the Alternative Exchange (AltX) of the JSE Limited of up to 664 180 Osiris Properties shares
(the listing).
This abridged pre-listing statement is not an invitation to the public to subscribe for shares in the company,
but is issued in compliance with the JSE Listings Requirements for the purposes of giving information to the
public in relation to Osiris Properties and to invited investors in relation to the private placement.
This announcement contains the salient information in respect of Osiris Properties, which is more fully
described in the pre-listing statement which was issued to invited investors today (the pre-listing
statement). For a full appreciation of Osiris Properties, the private placement and the listing, the pre-listing
statement should be read in its entirety.
1. Introduction
During July 2012 Osiris Properties issued a prospectus relating to the listing of Osiris Properties
shares on the Official List of the Bermuda Stock Exchange (BSX).
The share capital of Osiris Properties was admitted to trading on the BSX on 19 July 2012 and this
constitutes its primary listing.
The JSE has granted Osiris Properties a secondary listing of a maximum of up to 664 180 Osiris
Properties shares on the AltX under the abbreviated name: Osiris, JSE share code: OPI and ISIN
code: BMG6786C1038, with effect from the commencement of trade on Monday, 20 August 2012.
2. Background to Osiris Properties
The company was incorporated in Bermuda on 16 May 2012 in accordance with the applicable laws of
Bermuda.
3. Investment policy
The companys primary objective is to opportunistically acquire good quality undervalued property
assets (predominantly in the UK and Europe), in order to offer investors a high yielding, property
investment.
The company will target properties with strong sustainable income from high quality tenants with
strong likelihood of renewal of leases on expiry. Opportunities will come in particular from over-
geared properties and subject to bank-mandated disposal that have lease expiry profiles that (although
long by South African standards) would be considered relatively short by UK and European standards.
Osiris Properties will seek to invest predominantly in the UK and Europe and will not have a particular
sector focus. However, it is anticipated that the bulk of the acquisitions will be in the retail and office
sectors.
Further information on the companys investment policy and investment process is provided in
paragraphs 4 and 5 of the pre-listing statement. The acquisition made by the company to date is set out
in paragraph 9 of the pre-listing statement.
4. JSE listing
It is considered that Osiris Properties will present an attractive opportunity to South African investors
and that a secondary listing on the AltX further enhances the companys ability to raise capital.
5. Leadership and management
Serge Richard is the independent non-executive chairman of Osiris Properties. Serge trained as an
accountant and spent 7 years working for two major accounting firms in France. In 1995 he joined a
leading independent Trust company in Geneva, Switzerland where he served as senior manager and a
member of the operations board. He is co-founder of BasTrust Corporation, member of the Basel
Group and currently serves as the Managing Director. He has an MBA from the Management School
of Reims University, France.
Peter Todd is the chief executive officer of Osiris Properties. Peter qualified as an attorney and then
became a senior tax manager at Arthur Anderson and Associates in Johannesburg. He joined TWS
Rubin Ferguson in 1993 as a tax partner and was instrumental in listing 6 companies on the JSE. In
2000, Peter set up Osiris International Trustees Limited in the British Virgin Islands to provide
international trust and corporate administrative services to global clients, as well as Drake Fund
Advisors which sets up and administers hedge funds in the British Virgin Islands and Cayman Islands.
He is currently a non-executive director of Redefine Properties International Limited.
Nicolaas Faure is the financial director of Osiris Properties. Nicolaas has a BComm and BCompt
Degree and completed his articles with Kirkman Lanfear in Cape Town between 2003 and 2005.
Mr Faure is well known in the fund administration industry and he has been instrumental in forming
many hedge funds and is a well known and respected administrator in the hedge fund arena. He has
been serving as a director of Redefine International Fund Managers Limited since 2006.
6. Share capital and distribution policy
The share capital of the company immediately before the private placement and the listing is
592 012 ordinary shares with a par value of £0.0001 per share. Assuming that all of the shares are
subscribed for in terms of the private placement, the issued share capital of the company will be
664 180 ordinary shares with a par value of £0.0001 per share.
Subject to the laws of Bermuda, the directors have absolute discretion as to the payment of any
dividends, including interim dividends, on the shares. Any dividends will be paid in accordance with
the laws of Bermuda. In addition, the directors may, in their discretion, declare dividends (in the form
of a bonus issue of additional shares) which shall be payable only to an individual holder of shares in
an amount equal to that portion which the directors determine ought to be paid by way of dividend to
such shareholder.
The directors intend to distribute the majority of the companys earnings to the shareholders on a
semi-annual basis in respect of the six months ending 31 August and 28 February.
7. Details of the private placement
The private placement comprises an offer to invited investors to subscribe for up to a maximum of
72 168 Osiris Properties shares at an offer price of R13.00 per share.
There is no minimum amount which, in the opinion of the directors, must be raised pursuant to the
private placement.
8. Salient dates and times
The table below sets out the salient dates and times in respect of the private placement and the listing.
2012(1)
Abridged pre-listing statement published on SENS on Monday, 13 August
Opening date of the private placement at 09:00 on Monday, 13 August
Closing date of the private placement at 12:00 on(2) Wednesday, 15 August
Notification of allotments from Thursday, 16 August
Results of the private placement released on SENS on Thursday, 16 August
Listing of shares on the AltX of the JSE at commencement of trade on Monday, 20 August
Accounts at CSDP or broker updated and debited in respect of
dematerialised shareholders(3) Monday, 20 August
Notes
1. These dates and times are South African dates and times and are subject to amendment. Any such
amendment will be released on SENS.
2. Invited investors may only receive shares in dematerialised form and must advise their CSDP or broker of
their acceptance of the private placement in the manner and cut-off time stipulated by their CSDP or broker.
3. CSDPs effect payment on a delivery-vs-payment basis.
Applicants should consult their broker or CSDP to ascertain the timing for submission of applications
as this may vary depending on the broker or CSDP in question.
9. Directors
The full names, nationalities and business addresses of the directors of Osiris Properties are set out
below.
Directors of Osiris Properties
Serge Richard Independent non-executive chairman
Nationality Swiss
Business address 24 Route des Acacias
1227 les Acacias
Geneva, Bermuda
Peter Todd Chief executive officer
Nationality British/South African
Business address Woodside Lodge, Cobbetts Hill,
Weybridge, Surrey,
KT13 0UA, United Kingdom
Nicolaas Faure Financial director
Nationality South African
Business address 64 Roeland Street,
Cape Town 8001,
South Africa
Julie Lamberth-Dawson Executive director
Nationality British
Business address 2nd Floor Coastal Building,
Wickhams Cay II, Road Town Tortola,
British Virgin Islands
James Keyes Independent non-executive director
Nationality British
Business address Mercury House 101, Front Street,
Hamilton HM12,
Bermuda
Sharon Ward Independent non-executive director
Nationality British
Business address TJ Pearman Building, 3 Burnaby Street,
Hamilton
HM12, Bermuda
10. Pre-listing statement
The pre-listing statement is available in English only. Copies may be obtained during normal business
hours between 08h30 and 17h00 from Monday, 13 August 2012 to Monday, 20 August 2012 from:
- Java Capital (Proprietary) Limited at 2 Arnold Road, Rosebank, Johannesburg, 2196, South
Africa; and
- Computershare Investor Services (Proprietary) Limited at Ground Floor, 70 Marshall Street,
Johannesburg, 2001, South Africa.
Monday, 13 August 2012
South African corporate advisor and JSE sponsor
Java Capital
Independent reporting accountants
Deloitte & Touche
Date: 13/08/2012 01:20:00 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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