Wrap Text
Abridged Pre-listing Statement
Choppies Enterprises Limited
(Incorporated in Botswana)
(Date of incorporation: 19 January 2004)
(Registration number 2004/1681)
JSE share code: CHP
BSE share code: CHOPPIES
ISIN: BW0000001072
(“Choppies” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
ABRIDGED PRE-LISTING STATEMENT
This Abridged Pre-listing Statement relates to the secondary inward listing of Choppies in the “Food
Retailers and Wholesalers” sector on the main board of the JSE, with effect from the commencement
of business on Wednesday, 27 May 2015. The information in this Abridged Pre-listing Statement has
been extracted from the full Pre-listing Statement issued by Choppies on Monday, 11 May 2015. The
terms used in this Abridged Pre-listing Statement are as defined in the full Pre-listing Statement.
This Abridged Pre-listing Statement does not constitute an offer to the public in respect of the sale of
or subscription for, or the solicitation of an offer to buy or subscribe for, shares in the Company but is
issued in compliance with the Listings Requirements for the purpose of providing information to the
public with regards to Choppies.
This Abridged Pre-listing Statement highlights selected information from the full Pre-listing Statement.
It is not complete and does not contain all of the information that readers of the Abridged Pre-listing
Statement and/or the full Pre-listing Statement should consider before investing in the Ordinary
Shares. Investors should read the full Pre-listing Statement carefully in its entirety, including the “Risk
Factors” section, the financial statements provided and the notes to those financial statements.
1. Offer and Listing
The Offer comprises an offer for subscription by the Company of up to 117 420 758 new Subscription
Shares and a concurrent offer for sale of up to 160 000 000 existing Sale Shares by the Selling
Shareholders. The Offer will be made, subject to certain conditions, to selected institutional investors
in South Africa in terms of section 96(1)(a) of the Companies Act, selected institutional investors in
Botswana (within the ambit of section 297(a) of the Botswana Companies Act), as well as to selected
institutional investors in other jurisdictions. The 277 420 758 Offer Shares will rank pari passu with all
of the other issued Ordinary Shares in all respects.
The Offer Price will be determined by way of a bookbuild process, managed by Rand Merchant Bank
as the Bookrunner on behalf of Choppies and the Selling Shareholders. The Offer Price will be
subject to the terms approved by Shareholders at an extraordinary general meeting held on 23 April
2015, including that the discount, if any, at which the Offer Shares are to be issued will not exceed
10% of the weighted average traded price of the Ordinary Shares over the 30 day period prior to the
pricing date.
The JSE has granted the Company a listing in respect of up to 1 291 628 341 Ordinary Shares in the
“Food Retailers and Wholesalers” sector on the main board of the JSE, under the abbreviated name
“CHOPPIES”, share code “CHP”, and ISIN BW0000001072 subject to the JSE’s approval for the
Listing not being revoked or withdrawn prior to the Listing.
2. Use of proceeds
The net proceeds of the Offer for Subscription will be used to partially settle existing borrowings and
to accelerate the Company’s continued expansion into existing and new markets, which will include:
- organic growth through the continued roll-out of new stores;
- acquisitive growth; and
- entry into new geographic markets.
3. Company overview
Choppies is a Botswana-based mass grocery retailer, listed on the BSE. Choppies is the largest, most
profitable and fastest-growing grocery retailer in Africa, outside of South Africa.
Choppies currently operates 125 retail outlets in Southern Africa, comprising 72 stores in Botswana,
35 stores in South Africa and 18 stores in Zimbabwe. Choppies employs in excess of 11 000 people
across all of its operations.
The Company targets primarily lower to middle-income consumers (LSM 3-6), but is increasingly
attracting upper-middle income customers in Botswana. Its supermarket retail offering includes FMCG
products, including leading international food brands and Choppies’ own private-label products, as
well as a strong focus on service offerings (fresh fruit and vegetables, butchery, bakery and take-
away).
Choppies is the leading supermarket chain in Botswana, with a market share of c.36% of the overall
national food retail market for the 2014 financial year (Briggs & Associates, 2015). Choppies is growing
rapidly in South Africa and Zimbabwe and is a recognised leading grocery retail brand in all the cities
and towns in which it operates.
The Company is pursuing a number of opportunities to expand into new geographic markets in
Southern and East Africa, and is well-positioned to achieve its target of over 200 stores across six
countries by December 2016.
The summarised financial performance of Choppies, in terms of revenue, EBITDA and earnings per
share for the six months to 31 December 2014 and for the financial years ending on 30 June 2014
and 30 June 2013 is set out below.
6 months to 12 months to 12 months to
31 December 2014 30 June 2014 30 June 2013
Revenue (Pula ‘m) 3 008 5 012 4 029
EBITDA (Pula ‘m) 206 352 274
Earnings per share (thebe) 8.57 14.30 13.06
3.1 Service offerings
To meet shoppers’ needs, Choppies focuses closely on service offerings in fresh fruit and vegetables,
butchery, bakery and takeaway food, along with value added services, such as money transfers,
mobile money, utility payments, travel arrangements, sim cards, etc.
– Fresh Fruit and Vegetables: Good quality fresh fruit and vegetables are sourced directly from
farmers in South Africa and Botswana. Choppies receives strong support from the farming
community, which translates into better pricing and quality. Approximately 75% of all fruit and
vegetables produced in Botswana are distributed through Choppies outlets.
– Butchery: Choppies ensures that daily deliveries of fresh meat and poultry are made to stores.
Local supply arrangements are in place with farmers and abattoir owners in all regions to ensure
regular and consistent supply.
– Bakery: Choppies operates in-store bakeries in order to provide its customers with daily freshly-
baked goods such as fresh bread, cakes and pastries. The bakery offering varies according to the
profile of the stores and the region in which they operate.
– Takeaway: There are takeaway-food offerings in all stores, which include items such as fried
chicken, chips and curries. The launch of a “store-in-store” takeaway concept, Choppies Fried
Chicken, has been well received by customers in Botswana. There are plans in place to roll this
concept out in South Africa and Zimbabwe.
These higher-margin service offerings contribute almost 30% to revenues in Botswana and South
Africa, a higher proportion relative to Choppies' peers.
3.2 Value-added offerings
Some of the other new initiatives that Choppies has recently implemented in-store are: third-party
ATMs, SIM cards/airtime, mobile money and money transfer, travel, local council payments, pension
distributions and utility payments. These new initiatives are expected to drive footfall growth in stores,
which will contribute to continued revenue growth.
3.3 Private-label offering
The Company has an extensive range of over 50 high-quality, affordable “Choppies”-branded
products, in categories ranging from food and beverages to home cleaning products and cosmetics,
targeted at value-minded customers. The private-label offering currently accounts for 19% of sales in
Botswana, 10% in South Africa and 4% in Zimbabwe. In each case, private label delivers gross
margins higher than those generated by branded products. In the medium term, the Company is
targeting to generate 25% of its revenues from private label in all of its markets, supported by a plan
to increase its offering to over 200 products.
4. Segmental overview
There are considerable opportunities for organic growth in the countries where Choppies has
established operations, as well as in geographic markets earmarked for future expansion. In the year
ahead, the Company expects to roll out additional stores in South Africa, Zimbabwe and Botswana
and to initiate its entry into Zambia, Tanzania and, potentially, other sub-Saharan African countries.
4.1 Botswana
Choppies is the leading supermarket chain in Botswana with a market share of c.36% of the overall
national food retail market for the 2014 financial year (Briggs & Associates, 2015). Choppies currently
operates 72 stores in Botswana with a large footprint in both urban and rural locations.
Choppies was founded by the Chopdat family and the first supermarket was opened in Lobatse,
Botswana in 1986. CEO Mr Ramachandran (“Ram”) Ottapathu joined the Group in 1992 and the
second store was opened shortly thereafter in Lobatse in 1993. The Company continued its strong
growth with a Superstore and Hyperstore opening in Gaborone in 1999 and 2003, respectively.
Choppies acquired MegaSave and SupaSave in 2013, further solidifying Botswana as its core market.
In Botswana each store, on average, employs 60 to 70 personnel with more than 98% of these being
Botswana citizens. On average, each month the Botswana stores complete 6 million transactions (i.e.,
three times the population of Botswana). With more than 29 stores in the Gaborone area alone,
Choppies has more outlets than any other retail chain represented in the city and its suburbs.
Choppies currently has three distribution centres in Botswana: 10 000 square metres in Gaborone, 3 000 square
metres in Lobatse and 3 500 square metres in Francistown.
The extensive logistics infrastructure created by Choppies enables the Company to focus on rural
expansion. A significant opportunity still exists to expand Formal Retail in Botswana, since Informal
Retail is estimated to still account for c.40% of the overall retail market (a higher proportion than in
South Africa). Overall, mass grocery retail sales are forecast to increase at a CAGR of 8.2% from
2014 to 2019 (Business Monitor International, Mass Grocery Retail – Botswana statistics, Feb 2015).
Choppies intends to open five additional stores in Botswana by December 2015, and expects to
operate up to 90 stores in Botswana in the medium term.
4.2 South Africa
Choppies’ success in Botswana has leveraged the traditional supply route between Johannesburg
and Gaborone. The Company saw the opportunity to lower the cost of its supply chain by opening
stores in the small towns in South Africa along that route. The first South African store was opened in
Zeerust in 2008.The Company has since replicated the established and successful model of its
activities in Botswana, in many small towns in several South African provinces. Choppies currently
operates 35 stores in South Africa.
Given the highly competitive grocery retail environment in South Africa (the top five retailers account
for approximately 75% of total mass grocery retail (Business Monitor International Research 2015 and IMF Research
2015)), Choppies invested in two state-of-the-art distribution centres (10 000 square metres and 8 000 square
metres) in Rustenburg that provide best-in-class logistics, and deliver goods to stores at the lowest price.
The Rustenburg facilities were opened in 2013, and allow the Company to profitably service up to 100 stores in
a 500 kilometre radius. The distribution centre currently utilises only about 35% of its capacity: its fixed
costs will be spread over greater revenues as the South African footprint expands. The increased scale of operations
should support increased profit margins from the South African operations.
Choppies has earmarked a strong pipeline of over 30 high-probability locations for expansion in South
Africa, with 10 new stores expected to open by December 2015. Choppies expects to operate up to
80 stores in South Africa in the medium term. The focus remains on targeting small towns in
Mpumalanga, Limpopo, northern Free State and the North West province.
4.3 Zimbabwe
Choppies acquired 10 Spar stores in Zimbabwe in late 2013. Most of the stores are in the vicinity of
Bulawayo. All the acquired stores have been rebranded under the Choppies banner. Since the
acquisition, eight more stores have been opened, five in Bulawayo and three in Harare, bringing the
current total to 18 stores in Zimbabwe.
A new 6 850 square metre distribution centre was opened in Bulawayo in May 2014 and Choppies now also
operates a 3 000 square metre distribution centre in Harare.
Zimbabwe is significantly underpenetrated by Formal Retail, making up only 25% of retail sales.
There is substantial expansion potential from the hubs built in Bulawayo and Harare, and Choppies
intends to exploit this opportunity and expand nationwide. New regions in Zimbabwe include Mutare,
Gweru, Bindura and Masvingo. This expansion will ensure an extensive national footprint in
Zimbabwe.
The Company operates smaller, lower-specification store formats in Zimbabwe than in Botswana, but
still offers a full supermarket service offering. Private-label sales have demonstrated impressive
growth.
In line with local indigenisation requirements, Choppies operates with local partners in Zimbabwe.
Choppies plans to open 12 new stores by December 2015 and expects to operate up to 50 stores in
the medium term. There is an opportunity for over 30 stores in Harare alone.
5. Expansion into new geographic markets
Choppies is pursuing a number of opportunities to expand into new markets in sub-Saharan Africa.
5.1 Zambia
At only 14% Formal Retail penetration, Zambia represents huge potential for Formal Retail
development. The grocery retail market is expected to grow at a CAGR of 13.4% from 2014 to 2019,
compared to the overall economy which is expected to expand at 6.7% CAGR from 2014 to 2018.
Choppies expects to commence retail operations in Zambia by mid-2015, with its first stores to be
opened in Ndola and Livingstone. The Company intends to open a further 10 stores by December
2016. Lease agreements have been signed for two sites with a further five lease agreements at
advanced stages of execution. The longer term target for the Zambian market is 30 stores. Lease
agreements are under negotiation in Ndola, Solwezi, Kapiri Mposhi, Lusaka, Kabwe and
Chililabombwe, which will ensure an extensive footprint in Zambia.
Choppies will operate with a local partner in Zambia, and has recently concluded formal agreements
with a prominent local entrepreneur and businessman, who will hold 10% of the equity of the Zambian
entity.
5.2 Tanzania
There is significant potential for Formal Retail development in Tanzania with currently only 13% of the
total retail market being Formal Retail. The grocery Formal Retail market is expected to grow at a
CAGR of 24% from 2014 to 2019. The economy is expected to expand at a real CAGR of 7.0% from
2014 to 2018. Choppies believes that the lower end of the market is under-serviced by existing
Formal Retail channels, which presents an attractive opportunity to enter the market.
The Company will operate with a strong local partner in Tanzania, and has recently concluded a
memorandum of understanding with the promoters of Export Trading Group, a leading agricultural
commodities trading and logistics business, long-established in the region. The 75% (Choppies) -25%
(promoters of Export Trading Group) joint-venture will extend to other markets in East Africa.
The challenge in Tanzania is the availability of suitable store locations and retail developments.
Choppies is currently developing two smaller-size stores (less than 750 square metres) in Dar Es Salaam,
which are envisaged to be open by mid-2015. The aim is to have a total of 40 stores in Tanzania in the
longer term.
5.3 Kenya
Kenya's forecast GDP growth of 6.4% CAGR from 2014 to 2018, and an underpenetrated Formal
Retail market provides Choppies with a compelling opportunity. The Formal Retail market is expected
to grow at a CAGR of 32.4% from 2014 to 2019.
Choppies is assessing the timing and method of its entry into the Kenyan market, which may include
an acquisition of existing stores in order to establish a footprint and platform for growth. The Company
will enter the Kenyan market in terms of the memorandum of understanding that governs its entry into
East Africa.
5.4 Namibia
The Namibian market demonstrates similar characteristics to Choppies’ core market, Botswana, in
also having a smaller population and small populated towns located far apart. The Namibian economy
is amongst the best performing and most stable economies in the region and it should give Choppies
a steady growth market on a long term basis. Namibia’s proximity to Choppies’ Botswana and South
Africa markets will allow Choppies to leverage existing infrastructure alongside outsourced
distribution.
The formal grocery retail market is expected to grow at a CAGR of 11.5% from 2014 to 2019 with
forecast GDP growth of 4.5% CAGR from 2014 to 2018.
Choppies is assessing entry into the Namibian market and has identified locations for future stores.
Preliminary indications show that the Company will be able to operate up to 20 stores in the longer
term.
6. Key investment highlights
The Company believes that the following factors contribute to its success and distinguish it from its
competitors:
6.1 Occupies attractive positions in markets with significant further growth potential
Choppies is the leading supermarket chain in Botswana, with opportunities for further growth as
Botswana continues to transition from Informal to Formal Retail.
In South Africa, the Company has experienced strong growth in its business, and the significant
investment in infrastructure is beginning to generate profits as economies of scale benefits are
realized.
The expansion into Zimbabwe has exceeded expectations, with attractive levels of profitability and
cash generation, and significant potential for further rapid growth.
6.2 Well-positioned for expansion and growth in new markets across sub-Saharan
Africa
Choppies is the largest retailer in Africa (excluding South Africa domiciled retailers), with successful
and proven execution in multiple jurisdictions. The differentiated approach of partnering with local
operators and sourcing from local suppliers has proven to be successful in expanding into new
countries.
Choppies is pursuing a number of opportunities to expand into new markets in sub-Saharan Africa.
The Company will be operating its first stores in Zambia and Tanzania by mid-2015, with agreements
having been concluded with local partners. Choppies is also well-advanced in its plans to enter the
Namibian and Kenyan markets.
Choppies is well-positioned to achieve its target of over 200 stores across at least six countries by
December 2016 - a true African growth story.
6.3 Superior track record of rapid, profitable growth
The rapid roll-out of new stores, and the successful entry into the South African and Zimbabwe
markets, has delivered strong growth in revenues for Choppies (27% CAGR in revenue from 30 June
2011 to 30 June 2014). This growth significantly exceeds the top-line growth of Choppies’
competitors.
Choppies’ strong revenue growth has been achieved simultaneously with steady expansion in gross
margins, which are the best-in class across the grocery retailer peer group. Current gross margins are
sustainable, and there is scope for further improvement as the contribution from private label products
and high-margin service offerings increases.
Despite investing heavily in growth, Choppies has also continuously grown its operating profits and
net profit. There is significant operating leverage within the Company and higher capacity utilisation at
all distribution centres will deliver economies of scale as store roll-outs increase. The South African
distribution centre, for example, is capable of servicing up to 100 stores. Store growth will lead to
higher utilization. There is, accordingly, scope for expansion in operating profit and net profit margins
as economies of scale and cost benefits are achieved in South Africa and Zimbabwe.
6.4 Providing a competitive value proposition for customers
Choppies has been able to operate successfully in highly competitive markets, both as the market-
leader (in Botswana) and as a new entrant (South Africa and Zimbabwe). It has been able to do so by
offering a compelling value proposition to its customers.
Choppies is keenly focused on customers' needs, and prides itself in providing an enjoyable shopping
experience at affordable, competitive prices. Stores are well-lit, spacious, fully-stocked, immaculately
clean and open for longer hours than its peers. Choppies offers comprehensive service segments
such as butchery, bakery, takeaway and fresh fruit and vegetable offerings. Furthermore, Choppies
offers a higher proportion of private label products compared to its peers, thus appealing to the more
value-conscious customers. In addition to this, value added services such as mobile money, in store
ATM, utility payments, travel services and sim cards are also offered.
Choppies’ market leadership in Botswana strengthens its position with suppliers, and has enabled the
Company to compete on equal terms, as a new market entrant, in South Africa and Zimbabwe. The
Group’s regional distribution and logistics infrastructure provides greater flexibility and a competitive
advantage, enabling the Company to meet most of its needs internally without having to outsource.
This allows management to keep costs as low as possible.
6.5 Experienced management team with proven track record of delivery
The Company has a highly experienced management team. CEO Ram Ottapathu is largely credited
with growing Choppies from one store in the early 1990’s, to 125 stores today. He has received
numerous awards for entrepreneurship and leadership, and is acclaimed as one of the best operators
in the industry. He is currently, and will remain, a major shareholder in Choppies with his interests
significantly aligned with shareholders.
The senior management team is highly qualified, and includes 80 MBAs, 16 Chartered Accountants,
25 Engineers and numerous university graduates. There is sufficient management depth and
experience within Choppies to deliver on the planned rapid expansion in existing and new markets.
Operational managers across the region are youthful and energetic, and there is a store-level
incentive scheme in place which drives operational and financial performance. Choppies has one of
the lowest levels of staff attrition in the industry.
6.6 Highly cash generative and dividend paying
Cash sales and attractive supplier terms have created a favourable working capital profile, and cash
generation has funded historical store growth in each market. Choppies has a low level of leverage,
thus providing financial flexibility to pursue strategic opportunities.
Choppies has maintained a dividend pay-out ratio consistently above 30% since its listing on the BSE
in 2012. As the business matures, the dividend pay-out ratio is expected to increase towards 50%.
7. Update on current trading since 31 December 2014
The group is trading well across all regions and financial performance is in line with management
expectations.
Botswana profitability has shown some improvement, due to the implementation of a centralised ERP
system, which has increased efficiencies.
The South African business shows continuous improvement. Gross margins have been sustained;
however labour costs have increased due to a new wage agreement in February.
Operations in Zimbabwe continue to show improvement in dollar terms. Some new stores have
experienced lower margins since opening; however this is counterbalanced by some of the older
stores exhibiting improved margins.
8. Directors and management
The directors of Choppies are set out below:
Name (age) Nationality Business address Function/ Date of
Occupation appointment
as Director
His Excellency Festus Botswana Plot 169, Gaborone Independent 20 October 2008
Gontebanye Mogae, Former International Non-Executive
President of the Republic of Commerce Park, Director
Botswana (75) Botswana (Group
Chairman)
Farouk Essop Ismail (61) Botswana Plot 169, Gaborone Executive 7 July 2004
International Director
Commerce Park (Group Deputy
Botswana Chairman)
Ramachandran Ottapathu (50) Botswana Plot 169, Gaborone Executive 7 July 2004
International Director
Commerce Park (Group CEO)
Botswana
Manikandan Madakkavil (41) India Plot 169, Gaborone Executive 18 March 2015
International Director
Commerce Park (Group CFO)
Botswana
Dorcas Ana Kgosietsile (55) Botswana Plot 1046, Sefoke Independent 2 November 2011
Tlokweng, Gaborone Non-Executive
Botswana Director
Robert Neil Matthews (71) Britain Plot 29, 10 Ko Independent 7 March 2012
Mokolodi, Gaborone Non-Executive
Botswana Director
Sydney Alan Muller (65) South Africa Swift Lane Steenberg Independent 15 May 2014
Estate, Tokai Road, Non-Executive
Tokai 7945 Director
Peter Walther Baird (48) USA 3rd Floor, 4 Sandown Non-Executive 17 December 2013
Valley Crescent, Director
Sandton ,
Johannesburg
9. Important dates and times
2015
Opening date of the Offer at 09:00 on Monday 11 May
Closing Date of the Offer at 12:00 on Wednesday 20 May
Successful applicants advised of allocations on Wednesday 20 May
Publication date of the final Offer Price and final number of Offer Thursday 21 May
Shares released on SENS and X-News on
Listing Date at 09:00 on Wednesday 27 May
Accounts of dematerialised shareholders will be credited with the Wednesday 27 May
shares on
10. Copies of the Pre-listing Statement
The Pre-listing Statement is only available in English and copies may be viewed by eligible investors
on the Company’s website (www.choppies.co.bw) or, during normal business hours from Monday, 11
May 2015 until Wednesday, 27 May 2015 from Choppies, RMB and Computershare Investor Services
(Proprietary) Limited as follows:
Choppies RMB
Plot 115, Unit 5, Kgale Mews 1 Merchant Place
Kgale Hill Cnr Rivonia Road and Fredman Drive
Gaborone Sandton 2196
Botswana Johannesburg
South Africa
Computershare Investor Services (Proprietary)
Limited
Ground Floor
70 Marshall Street
2001
Johannesburg
South Africa
Gaborone
11 May 2015
Bookrunner and JSE Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Attorneys
Collins Newman and Co, Botswana Legal Counsel to Choppies
Webber Wentzel, South African Legal Counsel to Choppies
Linklaters LLP, International Legal Counsel to the Bookrunner
Independent Reporting Accountants
KPMG Inc.
Communications Adviser to Choppies
Instinctif Partners
DISCLAIMER:
The distribution of this Abridged Pre-listing Statement may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information referred to herein 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.
This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the
South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the “South African
Companies Act”) and will not be distributed to any person in South Africa in any manner which could
be construed as an offer to the public in terms of the South African Companies Act. This Abridged
Pre-listing Statement does not constitute a prospectus registered and/or issued in terms of the South
African Companies Act.
This Abridged Pre-listing Statement does not constitute an offer to the public for the sale of, or
subscription for, shares as defined in Part XXII of the Botswana Companies Act or otherwise and will
not be distributed to any person in Botswana in any manner which could be construed as an offer to
the public in terms of Part XXII of the Botswana Companies Act. This Abridged Pre-listing Statement
is not a prospectus registered and/or issued in terms of Part XXII of the Botswana Companies Act.
Prospective investors in the Ordinary Shares of Choppies, as with any other listed company, should
ensure that they fully understand the nature of the Company’s operations, its valuation and the extent
of their exposure to risks, and that they consider the suitability of the Company’s Ordinary Shares as
an investment in light of their own circumstances and financial position. The BSE’s approval of the
admission of the Company’s securities on the JSE should not be taken in any way as an indication of
the merits of the Company. The BSE has not verified the accuracy and truth of the contents of the
documentation submitted to it and, the BSE accepts no liability of whatever nature for any loss,
liability, damage or expense resulting directly or indirectly from the investment in the said securities.
This Abridged Pre-listing Statement is not for distribution, directly or indirectly, in or into the United
States (including its territories and possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan. This Abridged Pre-listing Statement does not constitute or
form a part of any offer or solicitation to purchase or subscribe for securities in the United States,
Australia, Canada, Japan or any other jurisdiction where such offer or sale would be unlawful. The
shares of the Company have not been, and will not be, registered under the United States Securities
Act of 1933 (the “Securities Act”). The shares of the Company may not be offered or sold in the
United States, except pursuant to an exemption from the registration requirements of the Securities
Act. There will be no public offer of securities in the United States.
In the United Kingdom, this Abridged Pre-listing Statement is distributed only to, and is directed only
at: (i) persons having professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (ii) any
other person to whom it can otherwise be lawfully distributed.
This Abridged Pre-listing Statement is distributed in any member state of the European Economic
Area which applies the Prospectus Directive (this Directive together with any implementing measures
in any member state, the “Prospectus Directive”) only to those persons who are qualified investors for
the purposes of the Prospectus Directive in such member state, and such other persons as this
Abridged Pre-listing Statement may be addressed on legal grounds, and no person that is not a
relevant person or qualified investor may act or rely on this document or any of its contents. The
expression “Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State)
and includes any relevant implementing measure in each Relevant Member State, and the expression
“2010 PD Amending Directive” means Directive 2010/73/EU.
The information contained in this Abridged Pre-listing Statement has been extracted from the full Pre-
listing Statement issued by the Company on 11 May 2015 but, by its nature, is a summary only and
therefore does not purport to be full or complete. Potential investors are directed to read the full Pre-
listing Statement in full. This Abridged Pre-listing Statement is not a substitute for the pre-listing
statement nor is it a prospectus, and investors should not subscribe for or purchase any shares
referred to in this Abridged Pre-listing Statement except on the basis of information in the full Pre-
listing Statement. No reliance may or should be placed by any person for any purposes whatsoever
on the information contained in this Abridged Pre-listing Statement or on its completeness, accuracy
or fairness in connection with any investment decision.
RMB is advising the Company and no one else and will not regard any person other than the
Company as its client and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients nor for giving advice in relation to this presentation.
None of RMB, its subsidiary undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness
or fairness of the information or opinions in this Abridged Pre-listing Statement (or whether any
information has been omitted from the Abridged Pre-listing Statement) or any other information
relating to Company, its subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss howsoever arising from
any use of this Abridged Pre-listing Statement or its contents or otherwise arising in connection
therewith.
This document may contain statements about Choppies that are or may be forward-looking
statements. All statements, other than statements of historical fact, are, or may be deemed to be,
forward-looking statements, including, without limitation, those concerning: strategy; the economic
outlook for the retail industry; cash costs; operating results; growth prospects and outlook for
operations, individually or in the aggregate; liquidity, capital resources and expenditure; and the
outcome and consequences of any pending litigation proceedings. These forward-looking statements
are not based on historical facts, but rather reflect current expectations concerning future results and
events and generally may be identified by the use of forward looking words or phrases such as
"believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned",
"may", "estimated", "potential" or similar words and phrases.
By their nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. Choppies cautions that
forward-looking statements are not guarantees of future performance. Actual results, financial and
operating conditions, liquidity and the developments within the industry in which Choppies operates
may differ materially from those made in, or suggested by, the forward-looking statements contained
in this document.
All these forward-looking statements are based on estimates and assumptions, all of which estimates
and assumptions, although Choppies may believe them to be reasonable, are inherently uncertain
and are inherently subject to significant business, economic and competitive uncertainties and
contingencies. Such estimates, assumptions or statements may not eventuate. Many factors
(including factors not yet known to Choppies, or not currently considered material), could cause the
actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied in those estimates, statements or assumptions.
This Abridged Pre-listing Statement does not constitute a recommendation concerning the Offer. The
price and value of securities can go down as well as up. Past performance is not a guide to future
performance. Information in this Abridged Pre-listing Statement or any of the documents relating to
the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a
professional advisor as to the suitability of the Offer for the person concerned.
Date: 11/05/2015 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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