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Abridged Pre-listing statement
GoGlobal Properties Limited
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: GGB.BH JSE share code: GGP ISIN: BMG945551023
(“GoGlobal” or “the company”)
ABRIDGED PRE-LISTING STATEMENT REGARDING THE INWARD LISTING OF
GOGLOBAL PROPERTIES LIMITED ON THE ALTERNATIVE EXCHANGE OF THE JSE
This abridged pre-listing statement relates to:
- an offer to invited investors only to subscribe for up to 250 000 GoGlobal shares (“the private
placement”) at an issue price payable in Rand which is equivalent to GBP1.00 per share determined at
the prevailing GBP:ZAR exchange rate at 12:00 on Tuesday, 23 April 2013 as per the Bloomberg spot
rate; and
- the listing on the Alternative Exchange (“AltX”) of the JSE of up to 500 000 GoGlobal 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 GoGlobal and to invited investors in relation to the private placement.
This announcement contains the salient information in respect of GoGlobal, 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 GoGlobal, the private placement and the listing, the pre-listing statement should be read
in its entirety.
1. Introduction
During March 2013 GoGlobal issued a prospectus relating to the listing of GoGlobal’s shares on the
Official List of the Bermuda Stock Exchange (“BSX”).
The share capital of GoGlobal was admitted to trading on the BSX on 15 March 2013 and this
constitutes its primary listing.
The JSE has granted GoGlobal a secondary listing on the AltX under the abbreviated name:
“GoGlobal”, JSE share code: “GGP” and ISIN code: “BMG945551023”, with effect from the
commencement of trade on Monday, 29 April 2013.
2. Background to GoGlobal
The company was incorporated in Bermuda on 26 October 2012 in accordance with the applicable
laws of Bermuda.
3. Investment policy
GoGlobal has a primary objective of investing in real estate companies and assets that are high-
yielding with the prospect of generating an income return for shareholders coupled with potential
capital appreciation.
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Initially GoGlobal will seek to acquire small stakes in large United Kingdom (“UK”) and European
real estate investment trusts (“REITs”) and may look in time to acquire controlling interests in
selected small listed UK REITs.
GoGlobal will actively pursue attractive opportunities to invest in direct property assets.
GoGlobal’s direct property investment will focus on investing in higher-yielding commercial
properties throughout the UK and other European jurisdictions, with predominantly strong covenants
and with a weighted average lease term for the portfolio in excess of five years.
GoGlobal will not have a particular sector focus. However, it is anticipated that the bulk of the
investments will be in the retail and office and industrial warehousing and distribution sectors.
GoGlobal will receive regular distributions from its holdings of listed real estate securities and income
from its direct property assets which it will aggregate and pay over to investors as dividends in
accordance with GoGlobal’s dividend policy.
Further information on the company’s investment policy and investment process is provided in the
pre-listing statement.
4. JSE listing
It is envisioned that the company’s primary listing on the BSX will provide access to a global investor
base of managed funds, high net worth individuals and other sources of capital.
The promoters consider that GoGlobal will present an attractive opportunity to South African investors
and that a secondary listing on the JSE’s AltX will enhance GoGlobal’s ability to raise capital.
5. Promoters and management
The promoters of GoGlobal, Gerald Leissner and Pauline Goetsch, were involved in establishing
ApexHi Property Fund (“ApexHi”), a UK REIT which listed on the Channel Islands Stock Exchange
in August 2011.
The promoters have a successful track record in raising funding. To date they have raised £31 million
of equity. Mr Leissner has been active in the property sector for close to 50 years and has accumulated
a wealth of experience and forged relationships with the property investment community in South
Africa.
ApexHi has invested £31 million in a portfolio of commercial properties. Against the back drop of
fragile economic conditions in the UK, the availability of capital in the UK remains constrained.
Accordingly, the promoters are looking to establish a vehicle that can access the South African capital
base.
Mr Leissner has been appointed as the chief executive officer of GoGlobal and Mrs Goetsch as its
financial director.
6. Share capital and distribution policy
The share capital of the company immediately before the private placement and the listing is 250 000
ordinary shares with a par value of £0.000001 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 500 000 ordinary
shares with a par value of £0.000001 per share.
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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.
No shares of the company are currently in issue with a fixed date on which entitlement to dividends
arises and there are no arrangements in force whereby future dividends are waived or agreed to be
waived.
7. Details of the private placement
The private placement comprises an offer to invited investors only to subscribe for up to a maximum
of 250 000 GoGlobal shares at an issue price payable in Rand which is equivalent to GBP1.00 per
share determined at the prevailing GBP:ZAR exchange rate at 12:00 on Tuesday, 23 April 2013 as per
the Bloomberg spot rate.
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
on the JSE.
2013(1)
Abridged pre-listing statement published on SENS on Monday, 22 April
Opening date of the private placement at 09:00 on Monday, 22 April
Closing date of the private placement at 12:00 on(2) Tuesday, 23 April
Notification of allotments from Wednesday, 24 April
Results of the private placement released on SENS on Wednesday, 24 April
Listing of shares on the AltX of the JSE at
commencement of trade on Monday, 29 April
Accounts at CSDP or broker updated and debited in
respect of dematerialised shareholders(3) Monday, 29 April
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 and the BSX.
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. CSDP’s 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 GoGlobal are set out below.
Sean Melnick Non-executive chairman
Nationality South African
Business address 150 Great Portland Street, London, W1W 5QZ
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Gerald Leissner Chief executive officer
Nationality South African
Business address 2nd Floor, 18 Melrose Boulevard, Melrose Arch,
Johannesburg, 2196
Pauline Goetsch Financial director
Nationality South African
Business address 180 Great Portland Street, London, W1W 5QZ
Hennie Esterhuizen Independent non-executive director
Nationality South African
Business address Suite 1, Block F, Hirzel Court, St Peter Port,
Guernsey GY1 2NN
Cobus Josling Independent non-executive director
Nationality South African
Business address Suite 1, Block F, Hirzel Court, St Peter Port,
Guernsey GY1 2NN
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, 22 April 2013 to Monday, 29 April 2013 from Java
Capital at 2 Arnold Road, Rosebank, Johannesburg, 2196, South Africa.
Monday, 22 April 2013
South African corporate advisor, bookrunner and JSE sponsor
Date: 22/04/2013 09:00:00 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
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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