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Abridged Pre-listing Statement Regarding the Secondary Listing of the Class B Shares on AltX
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 SECONDARY LISTING OF THE CLASS B
SHARES 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
14,000,000 (fourteen million) 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 ZAR123,060,000 (one hundred and twenty three million and sixty thousand Rand),
where the issue price per Class B Share is ZAR8.79 (eight point seven nine Rand) and is equivalent
to US0.8373 (zero point eight three seven three USD) per Class B Share determined at an exchange
rate of US$1.00 : ZAR 10.499 (one USD : ten point four nine nine Rand) (“SA Private Placement”);
and
- the subsequent listing of the Class B Shares 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. SVF has a primary listing on the Bermuda Stock Exchange (“BSX”) and a secondary listing
on AltX.
1.2. SFV issued a pre-listing statement on 19 November 2013 in respect of an offer to invited
investors to subscribe for a maximum of 140,312 (one hundred and forty thousand three
hundred and twelve) Class B Shares for an aggregate issue consideration of R123,411,755
(one hundred and twenty three million four hundred and eleven thousand seven hundred
and fifty five Rand), at an issue price of $88.1513 (eighty eight point one five one three USD)
per Class B Share converted into ZAR at an exchange rate of US$1.00 : R 9.9777 (one
USD: nine point nine seven seven seven Rand) (“Initial Offer”).
1.3. Although the Initial Offer was successfully subscribed, the JSE requires a greater spread of
shareholders for greater liquidity in order to allow the listing of the Class B Shares.
1.4. Accordingly, the directors of SVF (“Directors”) sought and obtained the approval of the
Class A Shareholders by way of a written resolution to authorise the SA Private Placement
detailed in the Pre-Listing Statement, so as to enable the allotment and issue of an
increased number of Class B Shares at a reduced subscription price per Class B Share.
1.5. The Class A Shares of SVF were admitted to listing on the BSX on 27 May 2013 and the
AltX on 1 October 2013.
1.6. On 11 December 2013, the shareholders passed a written resolution to authorise the SA
Private Placement.
1.7. The Class B Shares of SVF were admitted to listing on the BSX on 22 January 2014.
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 Directors are 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 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 55,299,671 (fifty
five million two hundred and ninety nine six hundred and seventy one) Class A Shares and
no issued Class B Shares. Assuming that the SA Private Placement is fully subscribed,
immediately after the SA Private Placement, 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
14,000,000 (fourteen million) Class B Shares. At the date of the Listing on the AltX, the
anticipated market capitalisation of the Company will be US$55,707,658 (fifty five million
seven hundred and seven thousand six hundred and fifty eight USD), excluding the SA
Private Placement.
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 14,000,000 (fourteen million) Class B Shares for an aggregate issue
consideration of ZAR123,060,000 (one hundred and twenty three million and sixty thousand
Rand) , where the Issue Price per Class B Share is ZAR8.79 (eight point seven nine Rand)
and is equivalent to US0.8373 (zero point eight three seven three USD) per Class B Share
determined at an exchange rate of US$1.00 : ZAR 10.499 (one USD : ten point four nine
nine 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
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.
Listing of the Class B Shares on the BSX 22 January 2014
Abridged Pre-Listing Statement published on the BSX website and SENS on: 12 February 2014
Opening date of the SA Private Placement at 09h00 (South African time) on: 13 February 2014
Closing Date of the SA Private Placement at 17h00 (South African time) on: 13 February 2014
Notification of allotments, subject to the consent of the JSE (to the extent 14 February 2014
required) on:
Results of the SA Private Placement, subject to the consent of the JSE (to 14 February 2014
the extent required), released on SENS on:
Accounts at CSDP or broker updated and debited in respect of 19 February 2014
Dematerialised Shareholders that subscribed for Class B Shares in terms of
the SA Private Placement on:
Listing of Class B Shares on AltX from 09h00 (South African time) on: 19 February 2014
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
Nationality British
Business address 11 Bank Street, Castle Town, Isle of Man, IM9 IAT,
British Isles
7.2. Hendrik van der Merwe Scholtz Chairman
Nationality South African
Business address 222 Durban Road, Bellville, Cape Town, South
Africa
7.3. Gregory Tolaram Director
Nationality Bermudian
Business address Mercury House 101 Front Street, Hamilton,
HM12, Bermuda
7.4. James Keyes Director
Nationality Bermudian
Business address Mercury House 101 Front Street, Hamilton, HM12,
Bermuda
7.5. Herman Willem Roeloff Troskie Director
Nationality Dutch
Business address 56, rue Charles Martel, L-2134 Luxembourg
7.6. Samuel Sithole Director
Nationality South African
Business address 2nd Floor, The Zone II, 177 Oxford Road,
Rosebank, South Africa
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 Wednesday, 12 February 2014 to Wednesday, 19 February 2014 at
23 Fricker Road, Ground Floor Office, Suite 2, Illovo Boulevard, Johannesburg, Gauteng, 2196,
South Africa.
Johannesburg / Hamilton
12 February 2014
SA Corporate Advisor: Bravura Capital (Proprietary) Limited
JSE Sponsor: Bravura Capital (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: 12/02/2014 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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