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Gen - General - Abridged Pre-Listing Statement Regarding The Secondary Listing Of SVF Ltd On The Altx of the JSE Ltd
SOUTHERN VIEW FINANCE LTD
(Incorporated in Bermuda)
(Registration number 47305)
BSX share code: SVF.BH JSE share code: SVF ISIN: BMG829251013
(SVF or the Company)
ABRIDGED PRE-LISTING STATEMENT REGARDING THE SECONDARY LISTING OF SOUTHERN
VIEW FINANCE LTD ON THE ALTERNATIVE EXCHANGE OF THE JSE LIMITED (JSE)
This abridged pre-listing statement (Abridged Pre-Listing Statement) relates to:
- An offer to invited investors only (Invited Investors) to subscribe for up to a maximum of such
number of Class A Shares as may be issued for an aggregate issue consideration of R3,149 918
(three million one hundred and forty nine thousand nine hundred and eighteen Rand), where the
issue price per Class A Share is payable in Rand and is equivalent to USD1.00 (one US dollar) per
Class A Share determined at an exchange rate of USD 1.00 : R 10.3276 (one US dollar: ten point
three two seven six Rand) (Private Placement);
- The subsequent listing on the Alternative Exchange (AltX) of the JSE (the Listing).
This Abridged Pre-Listing Statement is not an invitation to the public to subscribe for shares in the
Company, nor a document directly soliciting subscription for or inviting the public to subscribe for
shares in the Company. Its purpose is to provide relevant information to the public in connection with
the secondary listing of the shares of the Company on the JSEs AltX and to Invited Investors in
relation to the Private Placement and in compliance with the JSE Listings Requirements and the
Bermuda Stock Exchange (BSX) Listing Regulations.
This announcement contains the salient information in respect of SVF, which is more fully described in the
complete pre-listing statement which has been issued by SVF today (the Pre-Listing Statement). For a full
appreciation of SVF, the Private Placement and the Listing, the Pre-Listing Statement should be read in its
entirety.
1. Introduction
On 22 May 2013 SVF issued a prospectus relating to the listing of SVFs common Class A shares,
having a par value of USD0.0001 (zero point zero zero zero one US dollar) per Share (Class A
Shares), on the BSX.
The Class A Shares were admitted to listing on the BSX on 27 May 2013, which listing constitutes its
primary listing.
The JSE has granted SVF a secondary listing on the AltX under the abbreviated name SVF, with
its JSE share code SVF and ISIN code BMG829251013, with effect from the commencement of
trade on Tuesday, 1 October 2013.
2. Background to SVF
The Company was incorporated in Bermuda on 10 January 2013 in accordance with the applicable
laws of Bermuda.
3. JSE listing
The board of directors of SVF (Directors) is of the view that SVF presents an attractive opportunity
to South African investors and that a secondary listing on the JSEs AltX would significantly enhance
SVFs ability to raise capital.
4. Share capital and distribution policy
4.1. Immediately before the Private Placement and the Listing, the authorised share capital of the
Company will comprise 5,000,000,000 (five billion) Class A Shares and 20,000,000 (twenty
million) common Class B shares with a par value of USD0.0001 (zero point zero zero zero
one US dollar) per Class B Share (Class B Share), and the issued share capital will
comprise 3,050,000 (three million and fifty thousand) Class A Shares and no issued Class B
Shares. Assuming that the Private Placement is fully subscribed, immediately after the
Private Placement the authorised share capital of SVF will be unchanged and the issued
share capital will comprise 3,355,000 (three million three hundred and fifty five thousand)
Class A Shares and no Class B Shares will be in issue. At the date of the Listing on the
JSEs AltX, the anticipated market capitalisation of the Company will be USD3,355,000
(three million three hundred and fifty five thousand US dollar).
4.2. Subject to the laws of Bermuda and to the rights and privileges attaching to the
Class B Shares, the directors of SVF have absolute discretion as to the payment of any
dividends, including interim dividends, on the Class A Shares. Any dividends will be paid in
accordance with the laws of Bermuda. No Class B Shares are currently in issue nor will any
be issued pursuant to the Private Placement.
5. Details of the Private Placement
5.1. The Private Placement comprises an offer to Invited Investors to subscribe for up to a
maximum of such number of Class A Shares as may be issued for an aggregate issue
consideration of R3,149 918 (three million one hundred and forty nine thousand nine
hundred and eighteen Rand), where the issue price per Class A Share is payable in Rand
and is equivalent to USD1.00 (one US dollar) per Class A Share determined at an exchange
rate of USD 1.00 : R 10.3276 (one US dollar: ten point three two seven six Rand). The
minimum subscription per Invited Investor is R1,000,000.00 (one million Rand).
5.2. There is no minimum amount which, in the opinion of the Directors, must be raised pursuant
to the Private Placement.
6. Salient dates and times
The table below sets out the salient dates and times1 in respect of the Private Placement and the
Listing on the JSE.
Abridged Pre-listing Statement published on SENS on Monday, 23 September 2013
Opening date of the Private Placement at 09:00 on Wednesday, 25 September 2013
Closing date of the Private Placement at 17:00 on2 Wednesday, 25 September 2013
Notification of allotments from Thursday, 26 September 2013
Results of the Private Placement released on SENS on Thursday, 26 September 2013
Accounts at CSDP or broker updated and debited in
respect of dematerialised shareholders2 Tuesday, 1 October 2013
Listing of shares on the AltX of the JSE at
commencement of trade on Tuesday, 1 October 2013
Notes:
1. These dates and times are South African dates and times and are subject to amendment. Any such
amendment will be notified and released on SENS.
2. Unless otherwise specified in the subscription form, successful Invited Investors will receive their
Private Placement shares in dematerialised form and must advise their CSDP or broker of their
acceptance of the Private Placement in the manner and by the cut-off time stipulated by their CSDP
or broker in terms of their agreement with their CSDP or broker.
7. Directors
The full names, nationalities and business addresses of the directors of SVF are set out below.
7.1. Trevor James Davis Non-executive chairman
Nationality Dual British and South African
Business address 44 Lodge Close, Cobham, Surrey, KT11 2SQ
7.2. Nicolaas Faure Executive financial director
Nationality South African
Business address 1st Floor, Coronation House, The Oval, 1 Oakdale
Road, Newlands, 7700, South Africa
7.3. Julie Lamberth-Dawson Independent non-executive director , member of
audit committee
Nationality British
Business address Coastal Building, Wickhams Cay II, Road Town,
Tortola, British Virgin Islands
7.4. Gregory Tolaram Independent non-executive director, member of
audit committee
Nationality Bermudian
Business address Mercury House 101 Front Street, Hamilton,
HM12, Bermuda
7.5. James Keyes Independent non-executive director, member of
audit committee
Nationality Bermudian
Business address Mercury House 101 Front Street, Hamilton, HM12,
Bermuda
8. Pre-listing Statement
The Pre-Listing Statement is available in English only. Copies may be obtained from SVFs website,
namely www.southernviewfinance.com or from SVFs JSEs sponsor on normal business days
between 08h30 and 17h00 from Monday, 23 September 2013 to Tuesday, 1 October 2013 at
23 Fricker Road, Ground Floor Office, Suite 2, Illovo Boulevard, Johannesburg, Gauteng, 2196,
South Africa.
Johannesburg
23 September 2013
SA Corporate Advisor: Bravura Equity Services (Proprietary) Limited
JSE Sponsor: Bravura Equity Services (Proprietary) Limited
BSX Sponsor: Global Custody and Clearing Limited
SA Legal Advisor: Edward Nathan Sonnenbergs Incorporated
Primary Bankers: HSBC Bank plc
Auditor and Independent Reporting Accountant: Moore Stephens
Date: 23/09/2013 04:55:00 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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