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TDHP - Listing of Cumulative, Redeemable "A" Preference Shares
TRADEHOLD LIMITED
(Registration number: 1970/009054/06)
("Tradehold" or "the Company")
Incorporated in the Republic of South Africa
JSE Share code: TDHP
ISIN: ZAE000201166
LISTING OF CUMULATIVE, REDEEMABLE "A" PREFERENCE SHARES
The Company's Joint Debt Sponsor, Nodus Capital (Proprietary) Limited and Mettle Specialised Finance
(Proprietary) Limited, is authorised to provide the following information relating to the listing of
the "A" Preference Shares by the Company on the JSE under the share code TDHP with abbreviated name
Tradehold P in the specialist securities sector. The information in this announcement has been
extracted from the Offering Circular issued on 30 January 2015, unless otherwise stated. The Offering
Circular has also been made available on the Company's website: www.tradehold.co.za. The definitions
and interpretations set out in the Offering Circular apply to this announcement, which has been
prepared in terms of the JSE Listings Requirements, for the purpose of providing information relating
to the listing of the "A" Preference Shares to be issued at a Subscription Price of ZAR10 (ten Rand)
per "A" Preference Share.
1. INTRODUCTION AND RATIONALE
Tradehold intends entering into a new capital raising programme in order to make capital available for
investment and refinancing purposes.
The capital is required to facilitate the improvement of the quality and growth of Tradehold's United
Kingdom property portfolio in line with the Board's strategy to grow the net asset value of the group.
A portion of the capital to be raised will be utilised for investment into commercial retail property
in sub-Saharan Africa (excluding South Africa). Over time, this growth in underlying assets is
expected to lead to an increase in the net asset value of Ordinary Shares.
Aligned to Tradehold's growth strategy, the issue of the "A" Preference Shares thus provides the
following benefits:
- access to term capital at competitive funding rates and terms;
- further strengthens the Company's existing capital base;
- effectively lowers the Company's cost of capital;
- potential to diversify Tradehold's funder base; and
- no dilution to ordinary shareholders.
The capital raising programme will be implemented through the Listing of "A" Preference Shares, to be
issued in one tranche, in terms of which a maximum number of 65,000,000 (sixty five million) "A"
Preference Shares will be issued. The capital raising programme is therefore expected to raise
approximately R650,000,000 (six hundred and fifty million Rand) before expenses. The Subscription Price
for purposes of the Offer will be ZAR10 (ten Rand) per "A" Preference Share.
A minimum amount of R350,000,000 (three hundred and fifty million Rand) has been underwritten by Rand
Merchant Bank, a division of FirstRand Bank Limited ("RMB"), in its capacity as Arranger and
Underwriter.
The "A" Preference Shares are subject to early and mandatory redemption in limited instances at the
Company's election on the occurrence of certain trigger events set out in the Offering Circular. If a
Trigger Event occurs, and the Company fails to remedy the applicable Trigger Event within the relevant
remedy period, the Company shall redeem all the Outstanding "A" Preference Shares. The Trigger Events
are usual for these kinds of instruments, and include:
- the Company failing to declare and pay, on any Dividend Payment Date, an A Preference Dividend
for any reason whatsoever;
- the Company failing to comply with any undertaking given by it to the Holders in terms of the
Finance Documents;
- the Company failing to comply with any Financial Covenant;
- a Change of Control occurring without the prior written consent of the Preference Share Agent;
- certain insolvency events arising in relation to the Company, Tradegro Holdings or a Material
Group Company;
- certain insolvency proceedings occurring in relation to the Company, Tradegro Holdings or a
Material Group Company;
- the Company or any Material Group Company ceasing to carry on its business in the normal and
ordinary course thereof;
- Tradegro or any Relevant Group Company incurring any Financial Indebtedness other than
permitted under the "A" Preference Share Terms;
- Tradegro or any Relevant Group Company issuing, granting or giving any guarantee other than
permitted under the "A" Preference Share Terms;
- the invalidity and/or unenforceability of any of the Group Documents which comprise of the
Tradegro Facility Agreement; the Tradegro Hedging Agreement; each relevant Group Company
Guarantee and each Relevant Group Company Charge, or any of the obligations or duties of
Tradegro or any Relevant Group Company under any Group Document becoming illegal, invalid or
unenforceable;
- the Company, at any time, not having a legally valid and enforceable claim (in terms of a
guarantee, indemnity, payment undertaking or otherwise) against each Relevant Group Company for
payment of an amount at least equal to the lower of (i) the value as at the first Actual Issue
Date or (ii) the market value of all the Properties owned by that Relevant Group Company, and
which claim is secured by one or more legally valid and enforceable Relevant Group Company
Charges against all such Properties;
- any Relevant Group Company Charge is cancelled without a replacement Relevant Group Company
Charge being entered into in respect of the Replacement Property;
- any Replacement Property is not owned by a Relevant Group Company;
- any asset of the Company, Tradegro Holdings or any Material Group Company being attached under
a writ of execution;
- any Material Adverse Change occurring which is likely to affect the Issuer and/or Tradegro
(acting through its Swiss Branch, where applicable), and/or any Relevant Group Company and/or
the Group taken as a whole; and
- the listing of any Outstanding "A" Preference Shares on the JSE being suspended or terminated
without the prior written consent of the Preference Share Agent.
Appropriate remedy periods, where relevant, apply in respect of the Trigger Events.
2. INFORMATION RELATING TO TRADEHOLD
Tradehold was incorporated in South Africa on 10 July 1970 and is an investment holding company listed
on the main board of the JSE Limited. Although listed on the JSE, the bulk of the operating assets of
Tradehold Limited are located in the UK. Tradehold is predominantly focused on investing capital in
property as well as developing and expanding its existing property portfolio, which is primarily based
in the United Kingdom.
These assets consist primarily of a holding in the property-owning Moorgarth Group of companies and an
indirect holding in the two operating Reward LLP's, Reward Capital and Reward Commercial Finance. The
latter two entities focus on short-term, asset-backed loans to small and medium-sized businesses and
on invoice-discounting facilities to similar businesses, respectively. By far the largest investment
is in the Moorgarth Group which manages a £91.9 million portfolio of retail, commercial and industrial
properties.
The Company conducts treasury activities through its wholly owned finance company, Tradegro. The
majority of transactions within the Company relates to the Moorgarth Group, which acquires, lets and
sells property assets. At year end, the Moorgarth Group owned and managed 19 commercial properties.
The Company's subsidiaries include Moorgarth Props (UK), Moorgarth Props (Lux), Reward and Tradegro.
3. DIRECTORS
The names, ages, nationalities, addresses and roles of the Company's Directors are set out below:
Dr C H Wiese (73) – Non-Executive Chairman
BA, LLB, D Com (h.c.)
Nationality: South African
Date of appointment: 29 September 2000
Business Address: 36 Stellenberg Road, Parow Industria, Cape Town, 7493
Committees: N/A
Other significant directorships: Chairman and majority shareholder of Pepkor Holdings (Proprietary)
Limited, Shoprite Holdings Limited and Invicta Holdings Limited, director of Brait SE and various
other companies. He also serves on the boards of Steinhoff International Holdings Limited and
Pallinghurst Limited.
Mr M J Roberts (68) – Independent Non-Executive
BA, SEDP, Post Grad (Advanced Taxation)
Nationality: British
Date of appointment: 28 February 2012
Business Address: Maitland Malta Limited, 4th Floor, Avantech Building, St Julians Road, San Gwann,
Malta
Committees: Audit Committee member, Remuneration Committee member and Social & Ethics Committee member
Other significant directorships: Maitland Malta Limited.
Mr H R W Troskie (44) – Lead Independent Non-Executive Director
B Juris, LLB, LLM
Nationality: Dutch
Date of appointment: 27 April 2006
Business Address: 56 Rue Charles Martel, L-2134, Luxembourg
Committees: Audit Committee member, Remuneration Committee member and Social & Ethics Committee member
Other significant directorships: Brait SE, Ardagh Group S.A. and Southern View Finance Limited.
Mr T A Vaughan (49) – Joint Chief Executive Director
BSc (Hons) Member of the Royal Institution of Chartered Surveyors (MRICS)
Nationality: British
Date of appointment: 13 October 2003
Business Address: 17-19 York Place, Leeds, W Yorks, England, LS1 2EX, United Kingdom
Committees: N/A
Other significant directorships: Managing director of Moorgarth Group.
Adv J D Wiese (34) – Alternate to Dr C H Wiese
BA, LLB, MCom
Nationality: South African
Date of appointment: 10 November 2010
Business Address: Titan (Pepkor Building) 36 Stellenberg Road, Parow Industria, 7493
Committees: N/A
Other significant directorships: Shoprite Holdings Limited, Digicor Holdings Limited, Pepkor Holdings
(Proprietary) Limited, Invicta Holdings Limited and Premier Group.
Mr F H Esterhuyse (45) – Joint Chief Executive Director
B Acc Hons, M Com (Tax), CA(SA)
Nationality: South African
Date of appointment: 27 May 2014
Business Address: Mettle, 1st Floor, Willie van Schoor Avenue, Bellville, 7530. PO Box 3991,
Tygervalley, 7536
Committees: N/A
Other significant directorships: Managing director of the Mettle group of companies.
Mr D A Harrop (44) – Executive Director
BA (Hons) History, ACA
Nationality: British
Date of appointment: 27 May 2014
Business Address: 17-19 York Place, Leeds, W Yorks, England, LS1 2EX, United Kingdom
Committees: N/A
Other significant directorships: Finance director of Moorgarth Group.
Ms K L Nordier (48) – Executive Financial Director
B Acc Hons, CA(SA)
Nationality: South African
Date of appointment: 27 May 2014
Business Address: Bahnhofstrasse, 30 CH-6300, Zug, Switzerland
Committees: N/A
Other significant directorships: Director of Moorgarth group companies and Reward group companies.
Mr J M Wragge (66) – Independent Non-Executive Director
Nationality: South African
Date of appointment: 27 May 2014
Business Address: Suite 107, Marina Centre, West Quay Road, V&A Waterfront, Cape Town, 8001
Committees: Audit Committee member and Social & Ethics Committee member
Other significant directorships: Chairman of Gritprop Investments (Proprietary) Limited.
4. SHARE CAPITAL OF TRADEHOLD
4.1 Authorised and issued share capital before the Offer for Subscription:
Authorised shares ZAR'000s
210,000,000 Ordinary Shares 2,100
89,250,000 N Preference Shares 892.5
65,000,000 A Preference Shares No par value
40,000,000 Unspecified Shares No par value
Issued shares
156,132,877 Ordinary Shares 1,902,250
57,391,218 N Preference Shares 574
4.2 Authorised and issued share capital after the Offer for Subscription:
Issued shares assuming a total Subscription Price of ZAR650,000,000 (six hundred and fifty million
Rand) for A Preference Shares.
Authorised shares ZAR'000s
210,000,000 Ordinary Shares 2,100
89,250,000 N Preference Shares 892.5
65,000,000 A Preference Shares No par value
40,000,000 Unspecified Shares No par value
Issued shares assuming a total subscription of R650,000,000 (six hundred and fifty million
Rand)
156,132,877 Ordinary Shares 1,902,250
57,391,218 N Preference Shares 574
65,000,000 A Preference Shares 650,000
5. SALIENT TERMS OF THE "A" PREFERENCE SHARES
The full terms of the "A" Preference Shares are set out in Annexure 2 of the Offering Circular. The
summary below is not conclusive or exhaustive, and potential investors should refer to Annexure 2 of
the Offering Circular for full particulars of the terms and conditions of the "A" Preference Shares.
The "A" Preference Shares are cumulative, redeemable, non-convertible preference shares with no
nominal or par value. The Subscription Price of the "A" Preference Shares issued pursuant of the Offer
shall be at a Subscription Price of ZAR10 (ten Rand) per "A" Preference Share, irrespective of the
date of issue of the "A" Preference Shares.
5.1 Particulars of the Offer
JSE Share Code TDHP
ISIN ZAE000201166
Issue price for dividend calculation purposes R10
Preference dividend rate on issue 72% of JIBAR, plus the
Margin
Minimum Subscription Consideration payable per applicant who is a
single addressee acting as principal R1 million
Minimum amount to be raised in terms of the Offer for Subscription R350 million
5.2 Times and dates of the opening and closing of the Offer for Subscription
Opening date of the Offer (09:00) 2 February 2015
Closing date of the Offer (14:30) 4 February 2015
Proposed listing date (09:00) 6 February 2015
Any changes to these dates and times will be released on SENS.
Applications to subscribe for the "A" Preference Shares in terms of the Offer must be made in
accordance with the application procedure set out in the Offering Circular.
Each successful applicant must, after being notified of an allocation of "A" Preference Shares,
instruct their Participant or broker to pay the Subscription Price, as advised by the Arranger's
Representative, in Rands to their relevant Participant as required by their mandate. Provided the
Subscription Price has been paid, the "A" Preference Shares allocated to the applicant will be
credited, on the Listing Date, to the applicant's Participant's account or broker's account during
Strate's settlement runs which occur throughout the day.
Applicants must inform their CSDP or broker of their application by the cut-off time stipulated by
their CSDP or broker in terms of their agreement. No applications for certificated "A" Preference
Shares will be permitted.
5.3 Qualifying Investors
The Offer for Subscription is only made to, and may only be applied for, by Qualifying Investors,
being (i) those South African persons envisaged in section 96(1)(a) of the SA Companies Act, or (ii) a
single South African addressee acting as principal where the Subscription Consideration payable by
such addressee is not less than R1 million.
5.4 Conditions to the Listing
On 22 December 2014, the shareholders of the Company resolved, by means of the Issuer Creation
Resolution, to create 65,000,000 (sixty five million) "A" Preference Shares by amending the Company's
Memorandum of Incorporation to increase the authorised share capital by 65,000,000 (sixty five million)
"A" Preference Shares with no nominal or par value and to provide for the terms, rights, and privileges
of the "A" Preference Shares. Tradehold Shareholders also authorised the issue of up to 65,000,000
(sixty five million) "A" Preference Shares at a Subscription Price per "A" Preference Share of ZAR10
(ten Rand).
The approval by the JSE of the Listing of the "A" Preference Shares is not to be taken in any way as
an indication of the merits of Tradehold. The JSE has not verified the accuracy and truth of the
contents of the documentation and to the extent permitted by law, the JSE will not be liable for any
claim of whatever kind.
5.5 Reservation of rights
The Company's Directors reserve the right to accept or refuse any application(s), either in whole or
in part or to abate any or all application(s) (whether or not received timeously) in such manner as
they may, in their sole and absolute discretion, determine. Note that this reservation of rights
applies to all of the applications for the "A" Preference Shares received in respect of the Offer for
Subscription.
The Company's Directors have the right to issue any "A" Preference Shares not subscribed for pursuant
to the Offer for subscription, as and when opportune, by undertaking a separate private placement of
"A" Preference Shares not subscribed for pursuant to the Offer for Subscription, at a price determined
by the Directors.
5.6 Restrictions
The distribution of this document in jurisdictions other than South Africa may be restricted by law,
and persons into whose possession this document comes should inform themselves about and observe any
such restriction. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The "A" Preference Shares are fully transferable. However,
no Preference Shares will be offered by the Company pursuant to the Offer for subscription in any
Restricted Territories.
The Offering Circular does not constitute or form part of any offer or invitation to sell or issue, or
any solicitation of any offer to purchase or subscribe for, any securities other than the "A"
Preference Shares by any person in any circumstances in which such offer or solicitation is unlawful
and is not for distribution in or into Australia, Canada, Japan, Malta or the United States.
5.7 Underwriting
A minimum amount of R350,000,000 (three hundred and fifty million Rand) has been underwritten by RMB,
being the Arranger and Underwriter.
6. SALIENT FEATURES OF THE "A" PREFERENCE SHARES
6.1 Entitlements to dividends
Dividends are payable quarterly on each Dividend Payment Date.
Dividend Payment Dates are 1 March, 1 June, 1 September and 1 December of each year, with the first
Dividend Payment Date being 1 March 2015.
For each Dividend Period, each "A" Preference Share shall be entitled to a Scheduled A Dividend in an
amount equal to the amount calculated on a Dividend Payment Date in accordance with the following
formula:
a = (b + c) x d x e
in which formula:
a represents the amount payable on that Dividend Payment Date;
b represents the Subscription Price less any Capital Distribution in respect of that "A"
Preference Share;
c represents the Accumulated A Dividends (if any) in respect of that "A" Preference Share at
17h00, Johannesburg time, on the Business Day immediately preceding the applicable Dividend
Payment Date;
d represents if a Trigger Event (i) has not occurred, the Dividend Rate divided by 365 (three
hundred and sixty five), or (ii) has occurred, the Default Dividend Rate divided by 365 (three
hundred and sixty five); and
e represents the number of days during the applicable Dividend Period.
If the Company voluntarily redeems the "A" Preference Shares from the proceeds of any Refinancing, the
Holders shall be entitled to receive and be paid the Refinance A Preference Dividend. No Refinance A
Preference Dividend shall be payable if:
- the "A" Preference Shares are voluntarily redeemed as a result of the occurrence of an
Adjustment Event; or
- in the circumstances described in paragraph 3.8 of the Offering Circular; or
- where the Company wishes to issue further "A" Preference Shares and the consent of the Majority
Holders is not obtained.
The Company shall be entitled to make Capital Distributions in respect of the "A" Preference Shares,
provided that only one Capital Distribution is permitted during any consecutive six month period, a
minimum capital distribution of R1.00 per "A" Preference Share is made and the Capital Distribution
must take place on a Dividend Payment Date.
6.2 Ordinary Share Distributions
The Company shall not be permitted to pay any Distributions in respect of its Ordinary Shares if the
dividends in respect of the "A" Preference Shares have not been paid in full or if the Financial
Covenants have not been complied with.
6.3 Adjustment Events
Tax Adjustment Event: The Company shall pay, in respect of the Outstanding "A" Preference Shares, an
Additional A Dividend in accordance with the provisions and formulae in clauses 5.14, 5.15, 5.16 and
5.17 of the "A" Preference Share Terms.
Increased Costs Event: The Company shall pay, in respect of the Outstanding "A" Preference Shares, an
Additional A Dividend or adjust the Dividend Rate or the Default Dividend Rate, as the case may be, as
may be necessary to compensate for the reduction in Return and to place the affected Beneficiary/ies
in the same after-tax position in respect of its "A" Preference Shares and/or ensure that all the
affected Beneficiary/ies will receive at least the same Return, in either case, as if an Increased
Costs Event had not occurred.
6.4 Voting rights
The Holders are only entitled to vote at any general meeting of the Shareholders if one of the
following circumstances prevail at the date of such general meeting:
- any portion of the A Preference Dividends which is due and payable remains in arrear and
unpaid;
- any portion of the Capital Distributions which is due and payable remains in arrear and unpaid;
- any portion of the A Redemption Final Payments which is due and payable remains in arrear and
unpaid; and
- any other resolution of the Company is proposed for the winding-up or liquidation, whether
provisionally or finally, of the Company, or the reduction of the Company's capital.
At every general meeting at which the Holders are entitled to vote, as aforementioned, each "A"
Preference Share shall confer on the Holder thereof such number of votes as is equal to 24,99% (twenty
four comma nine nine percent) of the total voting rights exercisable at such general meeting, divided
by the number of Outstanding "A" Preference Shares. In such instance, the Holders shall not vote as a
separate class but shall vote together with the other Tradehold Shareholders.
6.5 Ranking and liquidation
The "A" Preference Dividends shall rank prior to the dividend rights of the Ordinary Shares and the
"N" Preference Shares. All the "A" Preference Shares form part of the same class of share and all "A"
Preference Shares for which listing will be applied, will rank pari passu in respect of all rights.
Each "A" Preference Share shall, on liquidation of the Company, confer on its Holder a right to a
return of capital in an amount equal to the aggregate of the A Redemption Final Payments of that "A"
Preference Share. Such rights to a return of capital shall rank prior to the rights to a return of
capital of the Ordinary Shares and the N Preference Shares.
6.6 Scheduled and Voluntary Redemption
The Company shall be entitled to redeem all the Outstanding A Preference Shares voluntarily at any
time, subject to clause 6.1, unless the voluntary redemption is pursuant to the provisions of clause
5.9 of the Preference Share Terms.
The Scheduled A Redemption Date of the "A" Preference Shares is the date 3 (three) years and 1 (one)
day after the day immediately following the Actual Issue Date of the "A" Preference Share last issued,
which is anticipated to be 30 June 2015. Such date will be published on SENS and once the last "A"
Preference Share under the Preference Share Programme has been issued.
The "A" Preference Shares are redeemable on a single future date, and as such there are no
arrangements for the amortisation of the Preference Shares. The Company is entitled to make Capital
Distributions in respect of the "A" Preference Shares, subject to certain limits and requirements.
The "A" Preference Shares will be deposited in the Central Securities Depositary ("CSD") and
settlement will take place electronically in the form of the JSE rules.
6.7 Voluntary Redemption pursuant to all Adjustment Events
The Company shall be entitled to redeem the A Preference Shares held by each Beneficiary (each an
"Affected Beneficiary") requiring any Additional A Dividend or an adjustment to the Applicable Rates,
provided that all the Affected Beneficiaries hold, in aggregate, less than 1/3 (one third) of the
Outstanding A Preference Shares or all the A Preference Shares held by each Affected Beneficiaries
which requires Additional A Dividends or an adjustment to the Applicable Rates by more than 25 (twenty
five) basis points.
7. COPIES OF THE OFFERING CIRCULAR
Copies of the Offering Circular will be available for inspection at the office of Tradehold, 36
Stellenberg Road, Parow Industria, 7493, South Africa and at the offices of the Joint Debt Sponsor, 1
Melrose Boulevard, Suite 7, Melrose Arch, 2076, Johannesburg, South Africa, or First Floor, Entrance
2, 32 Fricker Road, Illovo, 2196, South Africa, during normal Business Days from the date of issue of
this Offering Circular up to and including the last day of the Availability Period.
This announcement is issued by the Joint Debt Sponsor, the Company's attorneys (Edward Nathan
Sonnenbergs), the Arranger and Underwriter (RMB) and the Attorneys to Arranger and Underwriter (Cliffe
Dekker Hofmeyr) on behalf of Tradehold.
A copy of the Offering Circular has also been made available on the Company's website:
www.tradehold.co.za today.
2 February 2015
Cape Town
Joint Debt Sponsor
Nodus Capital Proprietary Limited
Mettle Specialised Finance Proprietary Limited
Company's Attorneys
Edward Nathan Sonnenbergs
Arranger and Underwriter
FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Attorneys to Arranger and Underwriter
Cliffe Dekker Hofmeyr Inc.
Date: 02/02/2015 11:52:00 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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