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Abridged pre-listing statement - Offer to subscribe for shares on the SA register and secondary listing on the AltX
International Hotel Group Limited
(previously RBDL Investments Limited)
(Incorporated in the British Virgin Islands)
(Company number 1862176)
(JSE share code: IHG)
(ISIN: VGG7396G1046)
(“IHGL” or “the company”)
ABRIDGED PRE-LISTING STATEMENT – OPENING OF OFFER TO INVITED INVESTORS TO SUBSCRIBE FOR SHARES ON THE SOUTH AFRICAN
REGISTER OF THE COMPANY AND THE SECONDARY LISTING OF IHGL ON THE ALTERNATIVE EXCHANGE (“ALTX”) OF THE JSE
Abridged pre-listing statement relating to:
- a capital raising of up to approximately R247 000 000 (GBP12 350 000) by way of a private placement of up to
approximately 12 350 000 private placement shares in the company at an issue price payable in Rand which is
equivalent to £1.00 per private placement share determined at the prevailing GBP:ZAR exchange rate at 17:00 on
Wednesday, 7 October 2015; and
- the subsequent listing of all the issued shares of the company by way of a secondary listing on the AltX (“listing”).
IHGL’s shares are listed on the Euro MTF Market of the LuxSE, which constitutes its primary listing.
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, for the purpose of giving information to the public
in relation to IHGL and to invited investors in relation to the private placement.
Invited investors will be contacted by and will receive application forms to participate in the private placement
on the South African share register from the bookrunner, Java Capital. Invited investors who wish to
participate in the private placement on the European register will be contacted by the company’s registrar and
listing agent.
This announcement contains the salient information in respect of IHGL, which is more fully described in the pre-
listing statement (“the full pre-listing statement”) which will be made available to invited investors on the AltX from
today. For a full appreciation and understanding of IHGL, the private placement and the listing, the full pre-listing
statement should be read in its entirety.
Terms defined in the full pre-listing statement bear the same meaning in this abridged pre-listing statement.
1. Introduction
The LuxSE granted the company a listing of 2 650 000 shares on the Euro MTF Market of the LuxSE with
effect from the commencement of trade on 31 July 2015.
The JSE has granted IHGL a listing of up to approximately 15 000 000 shares on the AltX of the JSE under the
abbreviated name “Int Hotel” and JSE share code “IHG”, with effect from the commencement of trade on
Wednesday, 14 October 2015, subject to the company maintaining a spread of public shareholders acceptable to
the JSE at the point of listing on the AltX, being public shareholders holding not less than 10% of the issued
share capital of the company
2. Incorporation and nature of business
IHGL was incorporated as a business company in the British Virgin Islands on 10 February 2015. The
company’s financial year end is 31 August. IHGL’s shares were listed on the LuxSE on Friday, 31 July 2015.
On 31 March 2015, the company acquired all the shares in Sandgate which owns the Worcester Whitehouse
Hotel. On 28 August 2015, the company completed the acquisitions of all the shares in Redefine Belvedere and
Redefine Dunstable which own the Holiday Inn Express, Dunstable and Travelodge, Belvedere, respectively.
3. Investment and growth strategy
The company will seek to invest in newly acquired established hotels and in hotel development projects where
it will create and own the finished product. It will target hotels which are let on long leases to good covenants as
well as hotels under management contracts to the Redefine BDL Hotel Group and other highly regarded
management companies. The company aims to acquire assets that can deliver consistent cash returns of circa
7% on equity per annum. The focus will be on the limited service budget and mid-tier hotel sectors, generally
with hotels with over 100 rooms. There will be no investment in luxury or 5 star assets.
The company will target assets situated in the UK and European countries, with current pipeline assets being
situated mainly in the UK. The company will focus on countries with a stable political and economic outlook,
clear property title, rule of law, a relatively diversified economy, strong urbanisation trends and strong GDP
growth. The company will endeavour to focus on first tier cities in each country with some exposure to second
tier cities.
4. Prospects
The directors of the company believe that the company has excellent prospects. The board is confident the hotel
properties that it has already acquired, together with the various potential investments in the pipeline, current
market conditions and access to future deal flow, will provide the company with a yield in internationally stable
currencies and high growth potential. This should in turn result in meaningful capital appreciation for investors
from the company acquiring undervalued income generating assets and high growth development opportunities.
The company will fund its pipeline through a combination of new debt and equity capital. The board anticipates
that it will in the short-term be in a position to formally conclude agreements for a number of acquisitions in the
UK. These acquisitions will be funded through substantial new capital raisings. In this regard, the company
intends to raise up to approximately GBP20 million in the short-term.
5. Directors
Names, age and nationality Business address Qualification Capacity
Helder Pereira Redefine BDL Hotel HCIMA – Higher Chief executive officer
60 Group, 10th Floor, The National Diploma
Portuguese/South African Mille, 1000 Great (Honours),
West Road, Brentford, Management
London, TW8 9DW Development
David Hart Redefine BDL Hotel CA, BSc (Honours), Chief financial officer
36 Group, 10th Floor, The Mathematics,
British Mille, 1000 Great Statistics and
West Road, Brentford, Accounting
London, TW8 9DW
Peter Todd 3rd Floor, La B.Comm, LLB, H Chairman, non-executive
56 Croisette, Grand Baie, Dip Tax director
British/South African Mauritius
Miles Walton Coastal Building, IMC, TEP, FCIS Non-executive director
51 Wickham’s Cay II,
British Road Town, Tortola,
British Virgin Islands
Daniel Romburgh 3rd Floor, La Bachelor of Independent non-executive
33 Croisette, Grand Baie, Commerce (Hons) director
South African Mauritius Financial Analysis
and Portfolio
Management
6. Asset management
The company has entered into an investment management agreement with RBDL Capital Managers Limited, as
investment manager. Full details of the investment manager and the investment management agreement are set
out in paragraph 3.3 and Annexure 7 of the full pre-listing statement.
7. Summarised forecast information
Set out below are the summarised estimate statement of comprehensive income and forecast statement of
comprehensive income (“summarised estimate and forecast”) for the period ended 31 August 2015
(“estimate period”) and the year ending 31 August 2016 (“forecast period”), respectively. The summarised
estimate and forecast information is based on the assumption that the private placement is fully subscribed and
that GBP12 350 000 is raised through the issue of 12 350 0000 private placement shares in the company at an
issue price of £1.00 per private placement share. The summarised estimate and forecast comprise forecast
figures for the duration of the estimate period and forecast period.
The summarised estimate and forecast, including the assumptions on which they are based and the financial
information from which they are prepared, are the responsibility of the directors of IHGL.
The summarised estimate and forecast have been prepared in compliance with IFRS and in accordance with
IHGL’s accounting policies.
Estimate for the Forecast for the
period ended 31 year ending
August 2015 31 August 2016
GBP GBP
Number of shares in issue 2 650 000 15 000 000
Weighted average number of shares in issue and to be issued 1 110 822 15 000 000
Basic and diluted basic earnings per share (pence) (11.71) 5.03
Headline and diluted headline earnings per share (pence) (11.71) 5.03
Distribution per share (pence)* - 3.75
* There are no reconciliation items between the profit for the period attributable to shareholders and earnings available for distribution.
The figures set out above are extracted from detailed estimate and forecast for the period ended 31 August 2015
and the year ending 31 August 2016 and have been reported on by the independent reporting accountant,
Deloitte & Touche, Registered Auditors. The detailed estimate and forecast, the independent reporting
accountants’ reports on the detailed estimate and forecast and the assumptions on which the detailed estimate
and forecast are based, are set out in the full pre-listing statement.
8. Details of the private placement
The private placement to raise up to approximately R247 000 000 (GBP12 350 000) is being undertaken by the
company way of an offer for subscription to invited investors only for up to approximately 12 350 000 private
placement shares in the company at an issue price payable in Rand which is equivalent to £1.00 per private
placement share determined at the prevailing GBP:ZAR exchange rate at 17:00 on Wednesday, 7 October 2015.
Applications must be for a minimum subscription of R1 000 000 per investor acting as principal.
The private placement will not be underwritten.
This abridged pre-listing statement primarily concerns invited investors who may apply to subscribe for private
placement shares that will be listed on the South African share register. Invited investors who wish to apply for
private placement for shares to be listed on the European share register are advised to contact the LuxSE listing
agent, further details of which are set out in the Corporate Information section of the full PLS, for further
instructions
9. Purposes of the private placement
The main purposes of the private placement and the listing are 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 on the AltX;
- 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 shares on the AltX.
The private placement is open to invited investors only.
The following parties may not participate in the private placement:
- any person who may not lawfully participate in the private placement; and/or
- any investor who has not been invited to participate; and/or
- any person acting on behalf of a minor or deceased estate.
The private placement shares issued in terms of the full pre-listing statement will be allotted subject to the
provisions of the MoA and the AoA and will rank pari passu in all respects including dividends, with all
existing issued shares in the company.
There are no convertibility or redemption provisions relating to any IHGL shares.
The private placement shares will not be issued in certificated form.
No fractions of private placement shares will be offered in terms of the private placement.
10. Salient dates and times
2015
Opening date of the SA private placement (09:00) on Wednesday, 7 October
Closing date of the SA private placement (17:00) on Wednesday, 7 October
Results of the SA private placement released on SENS on Thursday, 8 October
Notification of allotments by Thursday, 8 October
Listing of shares on the AltX on Wednesday, 14 October
Listing of the private placement shares on the Euro-MTF market at the
commencement of trade on Wednesday, 14 October
Accounts at CSDP or broker updated and debited in respect of
dematerialised shareholders Wednesday, 14 October
The dates and times in this abridged pre-listing statement are subject to change and any changes will be communicated on SENS and on
the LuxSE website.
11. Pre-commitments
As at the last practicable date, the company has not received any pre-commitments.
12. Application of proceeds
The proceeds from the private placement together with existing cash resources will be used to settle the costs
associated with the private placement, the listing on the LuxSE and the JSE and the purchase considerations
payable for the Dunstable acquisition and the Belvedere acquisition.
13. Condition to which the SA private placement and the listing are subject
The SA private placement and the listing are subject to the company maintaining a spread of public
shareholders acceptable to the JSE at the point of listing on the AltX, being public shareholders holding not less
than 10% of the issued share capital of the company.
14. Availability of the pre-listing statement
Copies of the full pre-listing statement may be obtained between 8:30 and 17:00 (SA time) on business days
from Wednesday, 7 October 2015 to Wednesday, 14 October 2015 at the following places and on the
company’s website at www.internationalhotelgrouplimited.com:
• International Hotel Group Limited
Coastal Building, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands
• Java Capital Proprietary Limited
6A Sandown Valley Crescent, Sandown, Sandton, South Africa
• Computershare Investor Services Proprietary Limited
Ground Floor, 70 Marshall Street, Johannesburg, South Africa
• M Partners S.à r.1.
56, rue Charles Martel, L-2134, Luxembourg
7 October 2015
Corporate advisor, JSE sponsor and bookrunner in respect of the SA private placement
Java Capital
LuxSE listing agent
M Partners
Independent reporting accountants and auditors
Deloitte
Date: 07/10/2015 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.