Wrap Text
Amendment to 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
AMENDMENT TO 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, via Private Placement, by the Company on the JSE under the share
code TDHP with abbreviated name Tradehold P in the Preference Share 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 CH 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. P O 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 R1 million
applicant who is a single addressee acting as
principal
Minimum amount to be raised in terms of the Offer R350 million
for Subscription
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
offices 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 been made available on the Company’s
website: www.tradehold.co.za.
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 03:53:00 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.
Sharenet Sites 
