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Abridged pre-listing statement regarding the inward listing of Atlantic Leaf on the JSE Limited
Atlantic Leaf Properties Limited
(Incorporated in the Republic of Mauritius on 11 November 2013)
(Registration number 119492 C1/GBL)
SEM share code: ALPL.N0000
JSE share code: ALP
ISIN: MU0422N00009
(“Atlantic Leaf” or “the company”)
ABRIDGED PRE-LISTING STATEMENT REGARDING THE INWARD LISTING OF ATLANTIC LEAF ON THE JSE LIMITED
This abridged pre-listing statement relates to:
- an offer to invited investors to subscribe for up to approximately 20 000 000 Atlantic Leaf shares (“the
SA private placement”) at an issue price equal to the Rand equivalent of GBP1.00 per share; and
- the subsequent listing on the JSE Limited (“JSE”) of all the issued shares of the company (“the listing
on the JSE”).
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 and the Listing Rules of the Stock Exchange
of Mauritius Ltd (“SEM”) for the purposes of giving information to the public in relation to Atlantic Leaf
and to invited investors in relation to the SA private placement.
This announcement contains the salient information in respect of Atlantic Leaf, 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 Atlantic Leaf, the SA private placement and the listing on the JSE,
the pre-listing statement should be read in its entirety.
INTRODUCTION
On 7 March 2014 Atlantic Leaf issued Listing Particulars in accordance with the Listing Rules of the SEM,
relating to:
- the placing on the Mauritian share register of 2 000 000 Atlantic Leaf shares at GBP1.00 per share;
and
- the listing of Atlantic Leaf’s shares on the Official List of the SEM.
All of the issued shares of Atlantic Leaf, comprising 2 001 000 ordinary shares, were listed on the SEM on
Tuesday, 25 March 2014 under SEM share code: “ALPL.N0000” and this constitutes its primary listing.
The JSE has granted Atlantic Leaf a secondary listing of all of the company’s issued shares on the
Alternative Exchange (“AltX”) of the JSE under the abbreviated name: “AtLeaf”, JSE share code: “ALP”
and ISIN: “MU0422N00009” with effect from the commencement of trade on Thursday, 3 April 2014. This
will be a foreign inward listing.
BACKGROUND TO ATLANTIC LEAF
Atlantic Leaf was incorporated in Mauritius on 11 November 2013 and holds a Category 1 Global Business
License issued by the Financial Services Commission of Mauritius.
PRIMARY OBJECTIVE
Atlantic Leaf has been established with the primary objective of investing in high quality, investment grade
real estate assets and companies which deliver suitable returns for investors through both income and capital
growth. The company will invest in listed and unlisted shares and securities of real estate companies, and in
a portfolio of fixed property assets which it will own either directly or through subsidiaries.
INVESTMENT STRATEGY AND PROSPECTS
Atlantic Leaf will adopt a dual strategy approach to its real estate investments, whereby it will gain exposure
to real estate through (1) investments in listed and unlisted shares and securities of real estate companies
(indirect exposure), and (2) a portfolio of fixed property assets which it will own (direct exposure). In
addition, the company may invest in cash and other debt securities.
Atlantic Leaf’s investments will comprise listed real estate securities in selected developed markets in
Western Europe. More specifically, management have identified the United Kingdom, Germany and France
as attractive real estate markets in which Atlantic Leaf should be investing, pursuant to its primary objective
of investing in high quality, investment grade real estate assets and companies which deliver suitable
returns.
Atlantic Leaf has been established in Mauritius in order to take advantage of Mauritius’ business friendly
infrastructure and tax regime and the spread of double tax agreements that Mauritius has negotiated with
many of the jurisdictions in which the company intends to invest.
Further information on Atlantic Leaf’s company strategy, process and operations are detailed in Annexure 3
of the pre-listing statement. Investments made by the company to date are set out in Annexure 4 of the
pre-listing statement.
LISTING ON THE JSE
It is considered that Atlantic Leaf will present an attractive opportunity to South African investors. It is the
view of the board of Atlantic Leaf that South African property investors who have enjoyed strong and stable
returns from the South African real estate sector over the last few years now see comparatively attractive
value in carefully selected opportunities in real estate markets outside South Africa. Accordingly, Atlantic
Leaf is seeking a listing on the AltX to broaden its investor base and source additional capital to fund growth
aspirations, and to:
- enhance potential investors’ awareness of the company;
- improve the depth and spread of the shareholder base of the company, thereby improving liquidity in
the trading of its securities;
- provide invited investors the opportunity to participate directly in the income streams and future capital
growth of the company; and
- provide invited investors with an additional market for trading the company’s shares.
LEADERSHIP AND MANAGEMENT
Given the size of the company, that the company is newly incorporated and in the interests of keeping costs
low in the early stages of the company’s formation, it has been decided that the board should be small and
currently comprises two executive directors and three non-executive directors of whom one is considered
independent.
PROPERTY SERVICE PROVIDER
Atlantic Leaf has entered into a property service agreement with an external service provider, Martial Eagle
Limited (“Martial Eagle” or “the service provider”). The property service agreement regulates the
undertakings between the service provider and the company, in terms of which the service provider will
provide certain services in relation to the company’s property investments in return for a fee payable by the
company or a nominated subsidiary. Martial Eagle provides, on an exclusive basis, the investment and
property advisory services to the company. The service provider management team has considerable
expertise in property and structured finance. Details of the directors of Martial Eagle are set out in
Annexure 1 of the pre-listing statement. Martial Eagle’s business address is 2nd Floor, Block B, Medine
Mews, La Chaussée Street, Port-Louis, Mauritius. The service provider does not provide any advisory
services to any other listed property entities.
The service provider is responsible for inter alia:
- sourcing and evaluating suitable property;
- conducting due diligence on properties;
- negotiating disposals of property;
- sourcing and raising equity funding;
- negotiating debt funding and re-financings;
- devising strategies with respect to the company’s fixed property;
- managing the property portfolio in keeping with the operating standard as directed by the company;
- preparation of annual budgets, financial reporting, letting policies, and valuations;
- conducting or procurement of strategic and operational research;
- identifying property managers and other service providers;
- all administration and regulatory aspects of the company’s property; and
- providing non-binding recommendations and other advisory services to the company with regards to its
property investments.
The service provider or the company may in turn contract the services of similar service providing
companies which have specialist skills or knowledge within a particular jurisdiction that the company
intends investing in. The service provider is not responsible for management of, including investment
decisions relating to, the company’s portfolio of real estate securities, with such responsibility vesting with
the company’s board of directors through its investment committee. The salient terms of the service provider
agreement and other third party service providers are detailed in Annexure 2 of the pre-listing statement.
SHARE CAPITAL AND DISTRIBUTION POLICY
The share capital of the company immediately before the SA private placement and the listing on the JSE is
2 001 000 ordinary no par value shares. Assuming that 20 000 000 shares are subscribed for in terms of the
SA private placement, the issued share capital of the company will be 22 001 000 ordinary no par value
shares.
Atlantic Leaf will receive regular distributions from its investments which it will aggregate, after making
provision for expenses and working capital, and declare a net amount to investors as dividends on a
semi-annual basis.
Subject to the laws of Mauritius, 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
Mauritius. In addition, the directors may, in their discretion, declare scrip dividends in the form of a bonus
issue of additional shares in lieu of a cash dividend.
DETAILS OF THE SA PRIVATE PLACEMENT
The SA private placement comprises an offer to invited investors to subscribe for up to approximately
20 000 000 Atlantic Leaf 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 Monday, 31 March 2014.
There is no minimum amount, in the opinion of the directors, which is required to be raised in terms of the
SA private placement. However, the listing on the JSE is subject to the JSE being satisfied that a sufficient
number of shares will be available on the SA share register.
IMPORTANT DATES AND TIMES
The table below sets out the important dates and times in respect of the SA private placement and the listing
on the JSE.
2014
Abridged pre-listing statement published on SENS on Friday, 28 March
Opening date of the SA private placement 09:00 on Friday, 28 March
Closing date of the SA private placement 12:00 on Monday, 31 March
Results of private placement released on SENS on Tuesday, 1 April
Notification of allotments by Tuesday, 1 April
Listing of all the company’s issued shares including private placement shares on the
JSE from the commencement of trade on Thursday, 3 April
Accounts at CSDP or broker updated and debited in respect of dematerialised
shareholders that subscribed for shares in terms of the SA private placement on Thursday, 3 April
Notes:
1. The above dates and times are South African dates and times and are subject to amendment. Any such
amendment will be released on SENS.
2. Invited investors may only receive shares in dematerialised form and must advise their CSDP or
broker of their acceptance of the SA private placement in the manner and cut-off time stipulated by
their CSDP or broker.
3. CSDPs effect payment on a delivery-versus-payment basis.
DIRECTORS
The full names, nationalities and business addresses of the directors of Atlantic Leaf are set out below.
Directors of Atlantic Leaf
Michael Fienberg Independent non-executive chairman
Nationality British
Business address Villa 53 Gramacho,
Apartado 1011, 8401-908 Carvoeiro-Lga,
Portugal
Paul Leaf-Wright Chief executive officer
Nationality South African
Business address 5th Floor, Protea Place, Corner of Protea Road and
Dreyer Street, Claremont,
Cape Town
Warren Morton Financial director
Nationality South African
Business address 5th Floor, Protea Place, Corner of Protea Road and
Dreyer Street, Claremont,
Cape Town
Kesaven Moothoosamy Non-executive director
Nationality Mauritian
Business address Intercontinental Trust, Level 3
Alexander House, 35 Cybercity
Ebene, 72201, Mauritius
Yan Chong Ng Cheng Hin Non-executive director
Nationality Mauritian
Business address Intercontinental Trust, Level 3
Alexander House, 35 Cybercity
Ebene, 72201, Mauritius
PRE-LISTING STATEMENT
The pre-listing statement is available in English only. Copies may be obtained during normal office hours
from Friday, 28 March 2014 to, and including Thursday, 3 April 2014 from:
- Java Capital (Proprietary) Limited at 2 Arnold Road, Rosebank, Johannesburg, 2196, South Africa;
- Leaf Capital (Proprietary) Limited at Leaf Capital, 5th Floor, Protea Place, Corner of Protea Road and
Dreyer Street, Claremont, Cape Town; and
- Computershare Investor Services South Africa (Proprietary) Limited at 70 Marshall Street,
Johannesburg 2001, South Africa.
By order of the board
For further information please contact:
South African joint corporate advisor and JSE sponsor
Java Capital +27 11 283 0042
South African joint corporate advisor
Leaf Capital +27 21 657 1180
Independent reporting accountants
Mazars Incorporated +27 21 818 5021
28 March 2014
Date: 28/03/2014 08:00:00 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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