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Abridged pre-listing statement regarding the inward listing of New Frontier on the JSE
New Frontier Properties Ltd
(Incorporated in the Republic of Mauritius on 5 June 2014)
(Registration number 123368C1/GBL)
SEM share code: NFP.N000
JSE share code: NFP
ISIN: MU0453N00004
(“New Frontier” or “the company”)
ABRIDGED PRE-LISTING STATEMENT REGARDING THE INWARD LISTING OF NEW FRONTIER ON THE JSE
This abridged pre-listing statement relates to:
- an offer to invited investors to subscribe for up to approximately 1 000 000 New Frontier shares (“the SA
private placement”) at an issue price equal to the Rand equivalent of USD1.00 per share; and
- the subsequent listing on the Johannesburg Stock Exchange (“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 New Frontier and to
invited investors in relation to the SA private placement.
This announcement contains the salient information in respect of New Frontier, 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 New Frontier, the SA private placement and the listing on the JSE, the pre-listing statement
should be read in its entirety.
1. INTRODUCTION
On 13 November 2014 New Frontier issued Listing Particulars in accordance with the Listing Rules of the SEM,
relating to:
- the placing on the Mauritian share register of 938 736 New Frontier shares at USD1.00 per share; and
- the listing of New Frontier’s shares on the Official List of the SEM.
All of the issued shares of New Frontier, comprising New Frontier ordinary shares, were listed on the SEM on
Friday, 28 November 2014 under SEM share code: “NFP.N000” and this constitutes its primary listing.
The JSE has granted New Frontier a secondary listing of all of the company’s issued shares on the Alternative
Exchange (“AltX”) of the JSE under the abbreviated name: “Frontier”, JSE share code: “NFP” and ISIN:
“MU0453N00004” with effect from the commencement of trade on Wednesday, 21 January 2015. This will be a
foreign inward listing and will constitute the company’s secondary listing.
2. BACKGROUND TO NEW FRONTIER
New Frontier was incorporated in Mauritius on 5 June 2014 and holds a Category 1 Global Business License
issued by the Financial Services Commission of Mauritius.
3. PRIMARY OBJECTIVE
New Frontier has been established with the primary objective of acquiring and developing good quality income
generating property assets primarily situated in frontier markets outside South Africa but will pursue strategic
investments in developed markets on an opportunistic basis.
4. INVESTMENT STRATEGY AND INVESTMENT
New Frontier has undertaken to focus on a two-fold strategy: income generating assets and development assets:
- Income generating assets
The income generating assets will comprise completed buildings, held directly or indirectly. New Frontier
will target income generating properties with strong sustainable income from high quality tenants with
strong likelihood of renewal of leases on expiry. Not only will the income generating assets provide
investors with a satisfactory yield, but they will also provide New Frontier stable income and balance sheet
strength for the company to responsibly secure and fund high-growth opportunities within developments.
- Development assets
Developments will comprise greenfields developments of land or brownfields developments by
refurbishment, upgrade or other improvement to existing office, mixed use, retail and light industrial
properties.
Further information on New Frontier’s strategy, process and operations are detailed in Annexure 3 of the pre-
listing statement.
On 5 June 2014, New Frontier acquired Coastal Building Holdings Limited which is a company incorporated in
the British Virgin Islands and which owns a 2 storey commercial office building in the British Virgin Islands
with 4 980 square feet of rentable area, at an average annualised property yield of 8%.
5. LISTING ON THE JSE
It is considered that New Frontier will present an attractive opportunity to South African investors. It is the view
of the board of New Frontier 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, New Frontier 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.
6. 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 three executive directors and three non-executive directors two of whom are considered independent.
7. INVESTMENT MANAGER
New Frontier has entered into an investment management agreement with an external investment manager,
Premier Capital Managers Ltd (“Premier Capital” or “the investment manager”). The investment management
agreement regulates the undertakings between the investment manager and the company, in terms of which the
investment manager 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. Details of the directors of Premier Capital are set out in
Annexure 1 of the pre-listing statement.
The investment manager is responsible, inter alia, for:
- 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 investment managers;
- 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 investment manager 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 investment manager is not responsible for the management of, including investment decisions relating to, the
company’s portfolio of assets, with such responsibility vesting with the company’s board of directors through its
investment committee. The salient terms of the investment management agreement are detailed in Annexure 2 of
the pre-listing statement.
8. SHARE CAPITAL AND DISTRIBUTION POLICY
The share capital of the company immediately before the SA private placement and the listing on the JSE is 938
736 ordinary no par value shares. Assuming that 1 000 000 shares are subscribed for in terms of the SA private
placement, the issued share capital of the company will be 1 938 736 ordinary no par value shares.
The directors intend to distribute the majority of the company’s earnings to the shareholders, after making
provision for expenses and working capital. 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.
9. DETAILS OF THE SA PRIVATE PLACEMENT
The SA private placement comprises an offer to invited investors to subscribe for up to approximately 1 000 000
New Frontier shares at an issue price payable in Rand which is equivalent to USD1.00 per share determined at
the prevailing USD:ZAR exchange rate at 12:00 on Thursday, 15 January 2015.
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.
10. 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.
2015
Abridged pre-listing statement published on SENS on Tuesday, 13 January
Opening date of the SA private placement 09:00 on Wednesday, 14 January
Closing date of the SA private placement 12:00 on Thursday, 15 January
Results of private placement released on SENS on Friday, 16 January
Notification of allotments by Friday, 16 January
Listing of all the company’s issued shares including private placement shares on the
JSE from the commencement of trade on Wednesday, 21 January
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 Wednesday, 21 January
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.
11. DIRECTORS
The full names, nationalities and business addresses of the directors of New Frontier are set out below.
Directors of New Frontier
Brendon Jones Chief Executive Officer
Nationality British/South African
Business address Suite 203, 2nd Floor, La Croisette Grand Baie,
Mauritius
Daniel Romburgh Financial Director
Nationality South African
Business address 4th Floor, Protea Place, 40 Dreyer Street, Claremont,
South Africa
Gary Ian Fourie Executive Director
Nationality South African
Business address 3rd Floor, Palazzo Towers West, Montecasino
Boulevard, Fourways, Johannesburg, South Africa
Peter Todd Non-executive Director
Nationality British/South African
Business address 2ndFloor La Croisette, Grand Baie, Mauritius
Hendrik Petrus Barnhoorn Independent Non-Executive Director
Nationality South African
Business address 19th Floor, Newton Tower, Sir William Newton
Street, Port Louis, Mauritius
Diane Bosman Independent Non-Executive Director
Nationality South African
Business address 2nd Floor, 30 Charles II Street, London, SW1Y 4AE,
United Kingdom
12. PRE-LISTING STATEMENT
The pre-listing statement is available in English only. Copies may be obtained during normal office hours from
Tuesday, 13 January 2015 to, and including Wednesday, 21 January 2015 from:
- Java Capital Trustees and Sponsors (Proprietary) Limited at 2 Arnold Road, Rosebank, Johannesburg, 2196,
South Africa; and
- Link Market Services South Africa (Proprietary) Limited at 13th Floor, Rennie House,19 Ameshoff Street,
Braamfontein, South Africa
By order of the board
For further information please contact:
South African corporate advisor and JSE sponsor
Java Capital +27 11 283 0042
Mauritian company administrator +230 405 9000
GMG Trust Limited
SEM authorised representative +230 4069629
LCF Securities Limited
Independent reporting accountant and auditors
BDO South Africa Incorporated +27 10 060 5456
13 January 2014
This abridged pre-listing statement has been issued pursuant to JSE Listing Requirement 11.4 and Listing Rules
11.3 and 11.5 of the Stock Exchange of Mauritius Ltd.
The Board of Directors of New Frontier Properties Ltd accepts full responsibility for the accuracy of the
information contained in this abridged pre-listing statement.
Date: 13/01/2015 09:00:00 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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