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Listing of Trellidor on the main board of the JSE and abridged pre-listing statement
Trellidor Holdings Limited
(Previously Trellicor Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1970/015401/06)
Share Code: TRL
ISIN Code: ZAE000209342
(“Trellidor” or “the Company”)
LISTING OF TRELLIDOR ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”)
AND ABRIDGED PRE-LISTING STATEMENT
1. INTRODUCTION
1.1. Trellidor has a proven track record of over 35 years in the
physical barrier security sector. Over that time it has
established one of the most powerful brands in South Africa -
“Trellidor”, which has become the most recognised name for
barrier security. Trellidor shares have now been granted a
listing on the main board of the JSE from 28 October 2015
onwards, subject to the Company meeting the spread
requirements of the JSE (“Listing”).
1.2. The Company will, in conjunction with the Listing, undertake
a private placement of up to approximately 53.2 million
ordinary no par value shares in the Company’s share capital
(“Private Placement Shares”), involving an offer to invited
investors to acquire and/or subscribe for Private Placement
Shares at a price to be determined by demand, being between a
minimum of R6 and a maximum of R7 per share (“Placement
Price”) (“Private Placement”). Further details regarding the
Private Placement appear in paragraph 4.5 below.
1.3. The abridged Pre-listing Statement appearing below is not an
invitation to the public to subscribe for securities, but is
issued in compliance with the JSE Listings Requirements, for
the purpose of providing information to the public with
regard to the Company.
2. DISTRIBUTION OF PRE-LISTING STATEMENT
2.1. Trellidor will today distribute a pre-listing statement to
its shareholders regarding the Listing and Private Placement
and containing detailed information regarding the Company
(“Pre-listing Statement”). The Pre-listing Statement will
also be available on the Company’s website at
www.trellidor.com.
2.2. Terms appearing in title case in this announcement and that
are not otherwise defined herein, shall bear the meanings
assigned to them in the Pre-listing Statement.
3. SALIENT DATES AND TIMES RELATING TO THE LISTING AND PRIVATE
PLACEMENT
The salient dates and times relating to the Listing and Private
Placement are set out below:
2015
Abridged Pre-listing Statement Friday, 9 October
published on SENS on
Pre-listing Statement posted to Friday, 9 October
existing shareholders on
Abridged Pre-listing Statement Monday, 12 October
published in the press on
Opening date of Private Monday, 19 October
Placement (09:00)
Closing date of Private Wednesday, 21 October
Placement (17:00)
Notification of applications to Thursday, 22 October
successful invited investors
Results of Private Placement Friday, 23 October
released on SENS on
Results of Private Placement Monday, 26 October
published in the press on
Accounts at CSDPs/brokers Wednesday, 28 October
updated in respect of
dematerialised shareholders on
Listing of shares on the JSE Wednesday, 28 October
expected at commencement of
trade on
Notes:
- The above dates are subject to change. Any such change will
be announced on SENS.
- All references to dates and times are to local dates and
times in South Africa.
- Invited Investors must advise their CSDP or Broker of their
acceptance of the Private Placement Shares in the manner and
cut-off time stipulated by their CSDP or Broker.
- CSDPs effect payment on a delivery-versus-payment basis.
4. ABRIDGED PRE-LISTING STATEMENT OF TRELLIDOR
4.1. BRIEF OVERVIEW OF TRELLIDOR
4.1.1 Trellidor was incorporated as a private company on 23
November 1970 and was converted to a public company during
September 2015, in anticipation of the Listing.
4.1.2 The Company has designed and manufactured steel security
barriers since 1976 and today “Trellidor” is one of the
most trusted names in barrier security in South Africa.
4.1.3 In addition to securing hundreds of thousands of homes and
small businesses, the Company has provided barrier security
solutions to large retail groups, such as Pick ‘n Pay,
Shoprite Group, Checkers/Hyper, Makro, Mr Price, JD Group
and Relyant Retail, as well as international groups, such
as Sainsburys and Tesco.
4.1.4 The business is represented in 23 countries worldwide.
4.1.5 The Company employs distributors in 17 African countries.
Its subsidiary, Trellidor Ghana, operates an assembly plant
in Ghana and services West Africa.
4.1.6 The Company is well-positioned to benefit from the
following:
- valuable brand and quality products;
- very strong market position in South Africa;
- strong, high quality cash-flow generation and high-margin
business;
- appropriate range of premium, custom-made barrier
security products (staying clear of the mass-produced
“DIY” sector);
- additional manufacturing capacity in place;
- national franchise network with an unique capacity to
design, measure and install;
- growth and profitability underpinned by growing affluence
and crime levels in Africa as urbanisation trends
intensify;
- low risk organic growth by building on a proven strategy
with value enhancement through acquisition; and
- limited risk of import substitution in the custom made
security barrier sector.
4.1.7 The financial year-end of the Company is 30 June each year.
4.2. RATIONALE FOR LISTING
Trellidor’s rationale for the Listing is:
4.2.1. to provide the Company with access to capital in order to
grow its business both organically and by way of future
acquisitions;
4.2.2. to allow the Company to use listed scrip to fund future
acquisitions;
4.2.3. to give its franchisees and the general public an
opportunity to acquire an equity stake in the Company and
thereby share in its potential success in future;
4.2.4. to provide shareholders with a liquid, tradeable asset
within a regulated environment, with a market-determined
share price;
4.2.5. to raise the Company’s public profile and reflect its
position as a leader in the physical barrier security
sector; and
4.2.6. to retain, attract and incentivise key staff and align
their interests with those of shareholders through the
allocation of options for listed shares.
4.3. PROSPECTS
4.3.1. Trellidor is the leading manufacturer of custom made
security barriers in South Africa and Africa. The business
distributes products through a skilled franchise network of
72 in South Africa with a further 17 franchisees in Africa
and further representation in the UK, Israel, Europe and
Australia. Trellidor is well placed to service the growth
in the middle class in South Africa and Africa.
4.3.2. Trellidor offers a range of security barriers aimed
primarily at residential, office and retail premises. Its
products are largely developed in-house and continually
improved to meet the needs of its customer base.
4.3.3. In recent years the distribution network has been
substantially increased to provide a platform to grow the
business. Supporting this capacity, Trellidor has
introduced new security barrier products to its portfolio
and enjoyed further growth in product demand.
4.3.4. Trellidor sees the opportunity to accelerate growth by
increasing the market penetration of the new products in
both South Africa and Africa and the introduction of
further new products, both developed in-house and through
acquisitions.
4.3.5. Value add to acquisition targets is possible through
offering a national and African distribution network,
endorsement of the leading brand in the market, as well as
possible manufacturing synergies.
4.3.6. Growth will also be achieved through organically expanding
distribution in new territories in Africa in partnership
with local distributors. This replicates a proven strategy
employed over several years.
4.3.7. All Trellidor’s products are custom made to order at the
Company’s modern manufacturing facility in Durban.
Significant capacity exists in certain lines to increase
production without significant capital expenditure
required.
4.3.8. Trellidor is a highly cash generative and high margin
manufacturer, and continued focus on costs and margins is a
core strategy, with growth providing the opportunity for
operational leveraging.
4.3.9. Trellidor is driven by an experienced and motivated
management team and is committed to growing the business
and shareholder returns. Trellidor management has a
significant shareholding in Trellidor. In addition,
appropriately structured schemes are in place to
incentivise and align management’s interests with those of
shareholders. Trellidor is committed to remaining the
leading barrier security brand in Africa.
4.4. DIVIDEND POLICY
The Company aims to declare and pay 50% of its annual profit
after tax as a dividend to Shareholders. Trellidor envisages
paying both an interim and final dividend.
4.5. PRIVATE PLACEMENT
4.5.1. As indicated above, the Company will, in conjunction with
the Listing, undertake the Private Placement by way of an
offer to invited investors to acquire and/or subscribe for
Private Placement Shares in the Company at the Placement
Price, which is assumed, for purposes of the Pre-listing
Statement, to be the indicative price of R6.25 per Private
Placement Share (“Indicative Price”). Such placement is to
be implemented by:
- the Company placing up to approximately 45.2 million
shares held by SA Investment Opportunities Limited, the
Newgen Private Capital (South Africa) Investment Trust
and other existing shareholders with invited investors
for an aggregate amount of approximately R282.6 million
(based on the Indicative Price) (“Placement of Existing
Shares”); and
- the Company issuing up to approximately 8 000 000 new
shares to invited investors, thereby raising
approximately R50 million for the Company (based on the
Indicative Price) (“Placement of New Shares”).
4.5.2. The proceeds of the Placement of New Shares will be
employed, inter alia, to fund the establishment and launch
of a new substantive in-house developed product in mid 2016
and to pursue synergistic acquisitions during the next 12
months.
4.5.3. Invited investors will be contacted by and will receive
application forms to participate in the Private Placement
from the bookrunner, PSG Capital.
4.5.4. The Private Placement shall take the form of a bookbuild.
4.5.5. Only persons who fall within any of the categories
envisaged in section 96(1)(a) of the Companies Act, No. 71
of 2008 (“Companies Act”) or who purchase or subscribe for
Private Placement Shares, the acquisition cost of which is
not less than R1 000 000 per single addressee acting as
principal (as contemplated in section 96(1)(b) of the
Companies Act), are entitled to participate in the Private
Placement.
4.6. CONDITIONS PRECEDENT
The Listing is conditional on (i) an amount of not less than
R212.4 million being raised for existing shareholders in
terms of the Placement of Existing Shares at a price of not
less than R6.00 per share, (ii) an amount of not less than
R50 million being raised for the Company in terms of the
Placement of New Shares at a price of not less than R6.00 per
share and (iii) the Company meeting the spread requirements
of the JSE. In addition, should any of these conditions
precedent fail, the Private Placement and any acceptance
thereof shall not be of any force or effect and no person
shall have any claim whatsoever against the Company or any
other person as a result of the failure of the conditions.
4.7. LISTING ON JSE
4.7.1. The JSE has granted the Company a listing of all its issued
ordinary shares on the JSE main board under the abbreviated
name “Trellidor”, share code “TRL” and ISIN ZAE000209342
with effect from the commencement of trade on 28 October
2015, subject to the Company having satisfied the JSE
Listings Requirements regarding the spread of public
shareholders. The Company will be listed in the “Building
Material & Fixtures” sector.
4.7.2. Shareholders are advised that their shares may only be
traded on the JSE in dematerialised form. Shareholders who
wish to trade their shares following the Listing will first
need to dematerialise their shares into an account held at
a suitable service provider. This can be either one of the
CSDPs that offers a trading service or a JSE-registered
broker. While such shares are undergoing dematerialisation,
the shareholder will be unable to trade them.
4.7.3. Each existing shareholder wishing to trade his shares on
the JSE following the Listing, should instruct his broker
or CSDP to liaise with the appointed transfer secretaries
of the Company, being Computershare Investor Services
Proprietary Limited (“Transfer Secretaries”), in order to
arrange for his current certificated shares to be replaced
by a statement of holdings to be dematerialised and
credited to his account. This statement of holdings must
be surrendered to the shareholder’s broker or CSDP, who
will send those documents to the Transfer Secretaries to
dematerialise the shares in question. The Transfer
Secretaries can be contacted through their call-centre on
086 1100 634 (or +27 11 370 5000 if telephoning from
outside South Africa) on every business day between 8:30
and 16:00.
4.8. SHARE CAPITAL
The authorised and issued share capital of the Company, as at
the last practicable date prior to finalisation of the Pre-
listing Statement, was as set out below:
Number of shares R’000
Authorised share capital
Ordinary shares of no par
value 5 000 000 000 -
Issued share capital
Stated capital – ordinary 100 006 784 0
shares of no par value
Treasury shares - -
Total 0
Following the Private Placement, the authorised and issued
share capital of the Company on the date of listing is
expected to be as follows (on the assumption that 8 000 000
new Private Placement Shares are issued at the Indicative
Price):
Number of shares R’000
Authorised share capital
Ordinary shares of no par
value 5 000 000 000 -
Issued share capital
Stated capital – Ordinary 108 006 784 45 000
shares of no par value
Treasury shares - -
Total 45 000
4.9. TRELLIDOR DIRECTORS
The full names, ages, business addresses and capacities of
the directors of Trellidor are provided below:
Full name Age Capacity Business Address
Mark Cyril 46 Independent 3rd Floor Mendine Mews
Olivier non-executive Chaussee
director and Port Louis
chairman Mauritius
Terence Mark 47 Chief 20 Aberdare Drive
Dennison executive Phoenix Industrial Park
officer Durban, 4001
Craig Gavin 40 Chief 20 Aberdare Drive
Cunningham financial Phoenix Industrial Park
officer Durban, 4001
John Bartram 61 Independent 52 Spurwing Way
Winship non-executive Steenberg Estate
director Tokai Road, 7945
Ralph Bruce 63 Independent 1172 Aspen Drive
Patmore non-executive Dainfern
director Gauteng
4.10. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement are available in English
only and may be obtained and are available for inspection
during normal office hours from 9 October 2015 until 28
October 2015 at the registered office of Trellidor at 20
Aberdare Drive, Phoenix Industrial Park, Durban, 4001 and at
the offices of Trellidor’s sponsor, PSG Capital Proprietary
Limited, at 1st Floor, Ou Kollege, 35 Kerk Street,
Stellenbosch, 7600 and 1st Floor, Building 8, Inanda Greens
Business Park, 54 Wierda Road West, Wierda Valley, Sandton,
2196.
The Pre-listing Statement is also be available on the
Company’s website at www.trellidor.com.
5. BOOKBUILD
PSG Capital is acting as the corporate advisor and sole
bookrunner to the Listing. The market roadshow is planned for
the week starting on 12 October 2015. Wide audience
presentations will be held in Johannesburg on Tuesday, 13
October 2015 and Cape Town on Thursday, 15 October 2015.
Interested parties can contact Riaan van Heerden at PSG Capital
on 021 887 9602 or riaanvh@psgcapital.com.
Durban
9 October 2015
PSG Capital Proprietary Limited: Corporate advisor, sponsor and
bookrunner
Mazars: Auditors and Independent Reporting Accountants
Cliffe Dekker Hofmeyr Incorporated: Attorneys
Date: 09/10/2015 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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