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QFH-Abridged Pre-Listing Statement of Quantum Foods - Listing of Quantum Foods on the Main Board of the JSE Limited
QUANTUM FOODS HOLDINGS LIMITED
(previously Business Venture Investments No 1792 Proprietary
Limited)
(Incorporated in the Republic of South Africa)
Registration Number: 2013/208598/06
Share Code: QFH
ISIN Code: ZAE000193686
(“Quantum Foods” or “the Company”)
ABRIDGED PRE-LISTING STATEMENT OF QUANTUM FOODS - LISTING OF QUANTUM
FOODS ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”)
1. INTRODUCTION
The abridged pre-listing statement appearing below (“Abridged
Pre-listing Statement”), is not an invitation to the public to
subscribe for shares in Quantum Foods, but is issued in
compliance with the Listings Requirements of the JSE for the
purpose of providing information to the public and investors in
respect of Quantum Foods.
2. OVERVIEW OF QUANTUM FOODS
Quantum Foods was established as a division within the Pioneer
Food Group Limited (“Pioneer Foods”) group of companies
(“Pioneer Foods Group”) as a means to guarantee bran off-take
from the Pioneer Foods Group’s wheat mill businesses, whereafter
Quantum Foods operated as a self-contained business within
Pioneer Foods.
Over time, Quantum Foods developed into a fully integrated
primary agricultural business that now operates in the following
four focus areas:
- animal feeds;
- eggs and layer livestock;
- broilers; and
- related businesses on the African continent outside South
Africa.
Quantum Foods will be unbundled to Pioneer Foods shareholders
(“Unbundling”) and listed on the main board of the JSE on
6 October 2014 (“Listing”).
This will be a new listing by way of introduction of the
Company’s entire issued share capital. Quantum Foods does not
intend to raise capital leading up to the Listing.
3. RATIONALE FOR LISTING
Pioneer Foods has taken a strategic decision to be a focussed
branded consumer products business. The new focus of Pioneer
Foods does not include primary agriculture or related businesses
and accordingly the board of directors of Pioneer Foods took the
decision to unbundle Quantum Foods to Pioneer Foods’
shareholders while simultaneously listing Quantum Foods on the
main board of the JSE.
The Unbundling and Listing of Quantum Foods will have the
following positive outcomes:
- it will enable Quantum Foods to develop a shareholder base
that has an appetite for a protein/food production
business with an expansion drive on the African continent;
- Quantum Foods’ management will be allowed to pursue a
focused strategy without having to consider the impact on
the Pioneer Foods Group;
- it will enable Quantum Foods to develop its own management
style and culture;
- it will enable Quantum Foods to enter into strategic
relationships without having to consider the broader
impact on the Pioneer Foods Group;
- it will provide Quantum Foods with direct access to debt
capital and equity markets; and
- the management of Quantum Foods may be appropriately
incentivised given the characteristics of the industry.
4. PROSPECTS
Quantum Foods is a suitable investment for long-term investors
seeking exposure to food production on the African continent.
Quantum Foods has an established business and will be the only
company listed on the JSE with a significant exposure to the
production of eggs, one of the world’s most economical animal
protein sources. Quantum Foods has the ability to expand its egg
business on the African continent on a large scale. This
represents an attractive opportunity. The Company stands to
benefit from the projected growth of the African middle class,
which will drive demand for its products.
Quantum Foods has also limited its exposure to the volatile
broiler meat market in South Africa, which has been negatively
impacted by imports and other imbalances inherent in the
industry.
Quantum Foods is adequately capitalised, has largely completed
its domestic capital expenditure programme and is in a position
to grow its feed, layer livestock and Gauteng broiler business
with limited capital expenditure.
The strategic position of Quantum Foods can be summarised as
follows:
- a solid and sustainable animal feeds business with
guaranteed internal customers;
- a leading egg business in South Africa;
- current exposure with growth opportunities in other African
countries outside South Africa; and
- an ability to supply breeding stock to the layer industry
and day-old chicks to the broiler industry.
Quantum Foods aims to be the most attractive poultry business
investment in Africa and intends to build a sustainable poultry
and feeds business through:
- low-cost operations;
- farming efficiency; and
- effective selling and customer relationship management.
5. LISTING ON JSE
The JSE has granted Quantum Foods a listing by way of
introduction of all its issued ordinary shares on the JSE main
board under the abbreviated name “Quantum”, share code “QFH” and
ISIN ZAE000193686 with effect from the commencement of trade on
6 October 2014. Quantum Foods will be listed in the “Farming &
Fishing” sector.
6. SHARE CAPITAL
As at the listing date, the total authorised share capital of
Quantum Foods will comprise 300 000 000 ordinary no par value
shares. A special resolution of the shareholders of the Company,
to increase the authorised share capital of Quantum Foods to
400 000 000 ordinary no par value shares, was filed at the
companies and intellectual property commission on 7 August 2014.
Following the registration of the aforementioned special
resolution the total authorised share capital of Quantum Foods
will comprise 400 000 000 ordinary no par value shares.
On the listing date the issued share capital of Quantum Foods
will consist of a maximum of 233 284 332 ordinary no par value
shares, while the stated capital of Quantum Foods will amount to
R1.5 billion. As at the listing date, zero shares will be held
in treasury.
On the listing date all shares in issue shall rank pari passu
with each other in all respects, including in respect of voting
rights and dividends.
7. QUANTUM FOODS DIRECTORS
The full names, ages, business addresses and capacities of the
directors of Quantum Foods are provided below:
Full name Age Capacity Business Address
Norman Celliers 40 Non-executive 1st Floor, Ou Kollege, 35
director and Kerk Street, Stellenbosch,
chairman 7600
Lambert 61 Lead 272 Boschenmeer, Paarl, 7646
Phillips Retief independent
non-executive
director
Hendrik 51 Chief executive 11 Main Road, Wellington,
Albertus officer, 7655
Lourens executive
director
André Hugo 44 Chief financial 11 Main Road, Wellington,
Muller officer, 7655
executive
director
Abdus Salam 46 Independent Stellenbosch University,
Mohammad Karaan non-executive Admin Building B, Victoria
director Street, Stellenbosch, 7600
Patrick Ernest 61 Independent 11 Riverton Road,
Burton non-executive Rondebosch, 7700
director
Phildon Martin 49 Non-executive Glacier Place, 1 Sportica
Roux(“Phil”) 1 director Crescent, Tyger Valley, 7530
Director to be
appointed
Wouter André 55 Independent 27 Carletta Street, Paarl,
Hanekom non-executive 7646
(“André”) 2 director
Notes:
1. Phil Roux will resign as a director of Quantum Foods shortly
after the listing.
2. Andre Hanekom will be appointed as an independent
non-executive director prior to the listing.
8. POSTING OF PRE-LISTING STATEMENT
Quantum Foods will today post a pre-listing statement to Pioneer
Foods shareholders regarding the Listing and containing detailed
information regarding the Company (“Pre-listing Statement”).
The Pre-listing Statement will also be available on the
Company’s website at www.quantumfoods.co.za and Pioneer Foods’
website at www.pioneerfoods.co.za.
9. SALIENT DATES RELATING TO THE LISTING
The salient dates relating to the Listing and the Unbundling are
set out below:
2014
Abridged Pre-listing Statement published on 18 September
SENS
Pre-listing Statement posted to shareholders 18 September
Abridged Pre-listing Statement published in 19 September
the press
Last day to trade for Pioneer Foods 3 October
shareholders to be entitled to participate
in the Unbundling
Listing of shares on the JSE expected at 6 October
commencement of trade
Commencement of trading of Quantum Foods 6 October
shares
Pioneer Foods shares commence trading “ex” 6 October
their entitlement to Quantum Foods shares
Record Date for Unbundling of Quantum Foods 10 October
Accounts at CSDPs/brokers updated in respect 13 October
of dematerialised shareholders
Share certificates posted to certificated 13 October
shareholders by registered post
10. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement will be available for
inspection during normal office hours from 18 September 2014
until 6 October 2014 at the registered office of Quantum Foods
at 11 Main Road, Wellington, 7655, at the offices of Quantum
Foods’ appointed transfer secretaries, Computershare, at Ground
Floor, 70 Marshall Street, Johannesburg, 2001, and at the
offices of Quantum Foods’ transaction adviser and sponsor, PSG
Capital, at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch,
7600 and 1st Floor, Building 8, Inanda Greens Business Park, 54
Wierda Road West, Wierda Valley, Sandton.
Wellington
18 September 2014
PSG Capital: Transaction adviser and sponsor
Questco: Lead independent sponsor
PricewaterhouseCoopers: Auditors and independent reporting
accountants
Date: 18/09/2014 08:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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