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Abridged pre-listing statement
INVICTA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1966/002182/06
Share code: IVT
ISIN code: ZAE000029773
(“Invicta” or “the Company”)
ABRIDGED PRE-LISTING STATEMENT
1. INTRODUCTION AND RATIONALE
Invicta intends entering into a capital raising programme to
make capital available for investment purposes. Aligned to
Invicta’s growth strategy, the proposed capital raising
provides the following benefits:
– diversified, cost efficient permanent capital;
– further strengthens the Company’s existing capital base;
and
– non-dilutionary for ordinary shareholders.
The capital raising programme will be implemented through the
listing of preference shares, to be issued over a period of
18 months, in terms of which a maximum number of 10 000 000
cumulative non-participating no par value preference shares
(“the Preference Shares”) may be issued through an offer for
subscription (“the Offer for Subscription”) and possible
future issues at the discretion of Invicta’s directors. The
Offer for Subscription is expected to raise approximately
R600 million with the ability to increase to R1 billion,
subject to investor demand and by way of a private placement.
The subscription price will be ZAR100 per Preference Share.
2. INFORMATION RELATING TO INVICTA
Invicta was incorporated in South Africa on 16 March 1966.
Invicta is a listed investment holding and management
company, controlling and managing assets of R8 359 million as
at 31 March 2012, with more than 300 own branches and
independent outlets in Southern Africa and over 3 500
employees. Its operations comprise:
– Bearing Man Group: Southern Africa’s leading distributor
of bearings, seals, power transmission components, drives,
belting, fasteners, filtration and hydraulics.
– Capital Equipment Group
– Northmec – distributor of a full range of leading
agricultural machinery, implements and related spares;
– CSE – wholesale and retail distributor of light
earthmoving machinery, turf-grooming machinery, golf
cars, utility vehicles and related spares;
– New Holland – wholesale distributor of leading brand
agricultural machinery, implements and related spares;
– Doosan SA – supplies predominantly heavy earthmoving
machinery for construction and mining applications;
– Criterion – importer and distributor of leading
materials handling equipment and related spares; and
– ESP – after-market replacement parts, ground engaging
tools and undercarriage parts for earthmoving
equipment.
– Tiletoria: a leading importer and distributor of tiles
and related sanitary ware in the Western Cape, Gauteng and
KwaZulu-Natal.
3. DIRECTORS
The names, addresses and roles of the directors of the
Company are set out below:
Name: CH Wiese
Business address: 3rd Floor, Pepkor House, 36 Stellenberg
Road, Parow Industria, 7493
Role: Non-executive chairman
Name: A Goldstone
Business address: 3rd Floor, Pepkor House, 36 Stellenberg
Road, Parow Industria, 7493
Role: Chief executive officer
Name: C Barnard
Business address: 14 Industry Road, Isando, 1600
Role: Financial director
Name: AK Masuku
Business address: 204 Rivonia Road, Morningside, 2196
Role: Alternate non-executive independent director
Name: JS Mthimunye
Business address: 204 Rivonia Road, Morningside, 2196
Role: Non-executive independent director
Name: DI Samuels
Business address: 3rd Floor, Pepkor House, 36 Stellenberg
Road, Parow Industria, 7493
Role: Non-executive independent director; lead independent
director
Name: LR Sherrell
Business address: 3rd Floor, Pepkor House, 36 Stellenberg
Road, Parow Industria, 7493
Role: Non-executive director
Name: AM Sinclair
Business address: 14 Industry Road, Isando, 1600
Role: Executive director
Name: CE Walters
Business address: 3rd Floor, Pepkor House, 36 Stellenberg
Road, Parow Industria, 7493
Role: Executive director
Name: JD Wiese
Business address: 3rd Floor, Pepkor House, 36 Stellenberg
Road, Parow Industria, 7493
Role: Non-executive director
4. SHARE CAPITAL OF THE COMPANY
Authorised and issued share capital before the Offer for
Subscription
R’000
Authorised
134 000 000 ordinary shares of 5 cents each 6 700
10 000 000 no par value preference shares
Issued
74 112 523 ordinary shares of 5 cents each 3 706
Authorised and issued share capital after the Offer for
Subscription
The table below is for illustration purposes only and sets
out the authorised and issued capital of Invicta (assuming a
total subscription of R1 000 000 000):
R’000
Authorised
134 000 000 ordinary shares of 5 cents each 6 700
10 000 000 no par value preference shares
Issued shares assuming issue of 10 000 000 Preference Shares
at a Subscription Price of R100
74 112 523 ordinary shares of 5 cents each 3 706
10 000 000 no par value preference shares 1 000 000
5. DETAILS OF THE OFFER FOR SUBSCRIPTION
Particulars of the Preference Shares
Subscription price for dividend calculation purposes R100
Dividend rate 102% of the Prime Rate
Minimum subscription consideration
payable per applicant who is a single
addressee acting as principal R1 000 000
Minimum amount to be raised in terms of the
Offer for Subscription R600 000 000
Expected times and dates of the opening and closing of the
Offer for Subscription
Opening date of the Offer for
Subscription (09:00) Friday, 23 November 2012
Closing date of the Offer for
Subscription (17:00) Friday, 23 November 2012
Proposed listing date on the
JSE (09:00) Wednesday, 28 November 2012
Any changes to these dates and times will be released on
SENS.
This Pre-listing Statement is available in English only.
Copies may be obtained from the registered office of the
Company at 3rd Floor, Pepkor House, 36 Stellenberg Road,
Parow Industria and at the Sponsor (Deloitte & Touche Place,
The Woodlands, 20 Woodlands Drive, Woodmead, 2196, South
Africa) from 21 November 2012 until 5 December 2012. An
electronic version will be made available on the Company’s
website (www.invictaholdings.co.za).
Cape Town
21 November 2012
Corporate Adviser: Bravura Equity Services (Pty) Ltd
Attorneys: Bowman Gilfillan Inc
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 21/11/2012 05:00:00 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
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