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Abridged PLS re the primary listing of Class B Shares on the BSX and a secondary listing on the AltX of the JSE
SOUTHERN VIEW FINANCE LTD
(Incorporated in Bermuda)
(Registration number 47305)
Class A share codes: BSX: SVF.BH JSE: SVF ISIN BMG 829251013
Class B share codes: BSX: SVFB.BH JSE: SVFB ISIN: BMG 829251195
(“SVF” or “the Company”)
ABRIDGED PRE-LISTING STATEMENT REGARDING THE PRIMARY LISTING OF CLASS B SHARES
ON THE BERMUDA STOCK EXCHANGE (“BSX”) AND A SECONDARY LISTING ON THE
ALTERNATIVE EXCHANGE (“ALTX”) 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 140,312
(one hundred and forty thousand three hundred and twelve) common Class B Shares with a par
value of US$0.0001 (zero point zero zero zero one USD) per Class B Share (“Class B Shares”) to
be issued for an aggregate issue consideration of ZAR123,411,755 (one hundred and twenty three
million four hundred and eleven thousand seven hundred and fifty five Rand), where the issue price
per Class B Share is payable in ZAR and is equivalent to US$88.1513 (eighty eight point one five
one three USD) per Class B Share determined at an exchange rate of US$1.00 : ZAR 9.9777 (one
USD : nine point nine seven seven seven Rand) (“SA Private Placement”); and
- the subsequent listing of the Class B Shares on the BSX by way of a primary listing and on the AltX
by way of a secondary listing (“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 Listing and to
Invited Investors in relation to the SA Private Placement.
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 SA Private Placement and the Listing, the Pre-Listing Statement should be read in
its entirety.
1. Introduction
1.1. The Class A Shares of SVF were admitted to listing on the BSX on 27 May 2013 and the
AltX on 1 October 2013.
1.2. On 7 November 2013, 19,042,464 (nineteen million and forty two thousand four hundred and
sixty four) common Class A Shares with a par value of US$0.0001 (zero point zero zero zero
one USD) per Class A Share (“Class A Shares”) were issued to Capital Partners Group
Holdings Limited in terms of a specific issue of shares for cash in Bermuda for an aggregate
consideration of ZAR190,000,000 (one hundred and ninety million Rand) as converted into
USD at the prevailing exchange rate on 31 October 2013, namely US$1.00 : ZAR 9.9777
(one USD : nine point nine seven seven seven Rand) and at a subscription price of US$1.00
(one USD) per Class A Share, following the approval for such issue being granted at a
special general meeting of Class A shareholders held on 30 October 2013.
1.3. On 15 November 2013, the shareholders’ resolutions required to approve and authorise the
issue of 32,902,207 (thirty two million nine hundred and two thousand two hundred and
seven) Class A Shares to shareholders in South Africa for an aggregate subscription
consideration of ZAR332,359,178 (three hundred and thirty two million three hundred and
fifty nine thousand one hundred and seventy eight Rand) as converted into USD at the
prevailing exchange rate on 31 October 2013, namely US$1.00 : ZAR 9.9777 (one USD :
nine point nine seven seven seven Rand) and at a subscription price of US$1.0124 (one
point zero one two four USD) per Class A Share (“Issue for Cash”), were approved. The
aforesaid Issue for Cash will therefore be effected on 26 November 2013, subject to the
consent of the BSX.
1.4. On 15 November 2013, the shareholders’ resolutions required to authorise the SA Private
Placement were also approved.
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 of the Class B Shares on the AltX would
significantly enhance SVF’s ability to raise capital.
4. Share capital and distribution policy
4.1. Immediately before the SA Private Placement, the Issue for Cash 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) Class B Shares, and the issued share capital will
comprise 22,397,464 (twenty two million three hundred and ninety seven thousand four
hundred and sixty four) Class A Shares and no issued Class B Shares. Assuming that the
SA Private Placement is fully subscribed, immediately after the SA Private Placement and
the Issue for Cash, the authorised share capital of SVF will be unchanged and the issued
share capital will comprise 55,299,671 (fifty five million two hundred and ninety nine
thousand six hundred and seventy one) Class A Shares and 140,312 (one hundred and forty
thousand three hundred and twelve) Class B Shares. At the date of the Listing on the BSX
and AltX, the anticipated market capitalisation of the Company will be US$22,397,464
(twenty two million three hundred and ninety seven four hundred and sixty four USD),
excluding the SA Private Placement and Issue for Cash.
4.2. Subject to the laws of Bermuda and compliance with the Bye-Laws, the Directors have
absolute discretion as to the payment of any dividends, including interim dividends, on the
Class B Shares.
5. Details of the SA Private Placement
5.1. The SA Private Placement comprises an offer to Invited Investors to subscribe for up to a
maximum of 140,312 (one hundred and forty thousand three hundred and twelve) Class B
Shares for an aggregate issue consideration of ZAR123,411,755 (one hundred and twenty
three million four hundred and eleven thousand seven hundred and fifty five Rand), where
the Issue Price per Class B Share is payable in ZAR and is equivalent to US$88.1513
(eighty eight point one five one three USD) per Class B Share determined at an exchange
rate of US$1.00 : ZAR 9.9777 (one USD : nine point nine seven seven seven Rand).
5.2. There is no minimum amount which, in the opinion of the Directors, must be raised pursuant
to the SA Private Placement.
6. Salient dates and times
1
The table below sets out the salient dates and times in respect of the SA Private Placement and the
Listing on the BSX and JSE.
Shareholders’ Meeting to approve the SA Private Placement: 15 November
Abridged Pre-Listing Statement published on the BSX website and SENS on: 19 November
Opening date of the SA Private Placement at 09h00 (South African time) on: 20 November
Closing Date of the SA Private Placement at 17h00 (South African time) on: 20 November
Notification of allotments, subject to the consent of the BSX and JSE (to the 21 November
extent required) on:
Results of the SA Private Placement, subject to the consent of the BSX and 21 November
JSE (to the extent required), released on SENS on:
Listing of Listing Shares on BSX from 09h00 (Bermuda time) on: 25 November
Accounts at CSDP or broker updated and debited in respect of 26 November
Dematerialised Shareholders that subscribed for Private Placement Shares in
terms of the SA Private Placement on:
Listing of Listing Shares on AltX from 09h00 (South African time) on: 26 November
Notes:
1. These dates and times are subject to amendment. Any such amendment will be notified and
released on SENS.
2. Successful Invited Investors will receive their SA Private Placement shares in dematerialised form
and must advise their CSDP or broker of their acceptance of the SA 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. James Robert Bareham Chief Executive Officer and Acting Chairman
Nationality British
Business address 11 Bank Street, Castle Town, Isle of Man, IM9 IAT,
British Isles
7.2. Gregory Tolaram Non-Executive director
Nationality Bermudian
Business address Mercury House 101 Front Street, Hamilton,
HM12, Bermuda
7.3. James Keyes Non-Executive director
Nationality Bermudian
Business address Mercury House 101 Front Street, Hamilton, HM12,
Bermuda
7.4. Herman Willem Roeloff Troskie Non-Executive director
Nationality Dutch
Business address 56, rue Charles Martel, L-2134 Luxembourg
8. Pre-listing Statement
The Pre-Listing Statement is available in English only. Copies may be obtained from SVF’s website,
namely www.southernviewfinance.com or from SVF’s JSE sponsor on normal business days
between 08h30 and 17h00 from Tuesday, 19 November 2013 to Tuesday, 26 November 2013 at
23 Fricker Road, Ground Floor Office, Suite 2, Illovo Boulevard, Johannesburg, Gauteng, 2196,
South Africa.
Johannesburg / Hamilton
19 November 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: 19/11/2013 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
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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