Wrap Text
Postponement of private placement and listing
Waco International Holdings Limited
(Formerly Waco International Holdings (Proprietary) Limited)
(Incorporated in the Republic of South Africa on 6 January 2012)
(Registration number 2012/002104/06)
JSE share code: WIH ISIN: ZAE000208518
(The "Company", with its consolidated subsidiaries "Waco" or the "Group")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
POSTPONEMENT OF PRIVATE PLACEMENT AND LISTING
Further to the pre-listing statement dated 5 October 2015, interested investors are advised that Waco has
decided to postpone its proposed private placement and listing on the JSE.
Following the investor roadshow, Waco attracted significant interest and positive feedback on the Company,
its equity story and management, and the placement raised demand from a number of high quality
institutional investors. However, in light of market uncertainty and industry concerns arising from the tragic
collapse of the M1 bridge in Sandton yesterday, the Company has decided that it is at this time no longer
appropriate to continue with the placement and listing.
The Company wishes to offer its condolences to all those who have been injured and to the relatives of the
deceased.
Waco remains committed to bringing the Company to market at the appropriate time and will continue to
evaluate the timing for the proposed placement and listing.
The Company and management team would like to express their gratitude to all investors who participated
in the process and look forward to remaining engaged with potential investors.
Johannesburg
15 October 2015
Transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
DISCLAIMER:
This announcement 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 announcement does not constitute or form a part of any offer or solicitation to purchase or
subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein
(the “Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the “Securities Act”). The Shares may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of securities in the United States, Canada, Australia and Japan.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for Shares in South Africa, including 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 “Act”) and will not be distributed to
any person in South Africa in any manner that could be construed as an offer to the public in terms of the
Act. These materials do not constitute a prospectus registered and/or issued in terms of the Act.
This announcement does not constitute an offer of securities to the public in the United Kingdom. This
communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
and (iv) persons to whom an invitation or inducement to engage in an investment activity (with the meaning
of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any
securities of the Company or any member of its group may otherwise lawfully be communicated or caused
to be communicated (all such persons in (i) to (iv) above being referred to as “relevant persons”). Any
investment activity to which this communication relates will only be available to, and will only be engaged
with, relevant persons. Any person who is not a relevant person should not act or rely on this document or
any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any
EEA Member State that has implemented Directive 2003/71/EC, as amended, (together with any applicable
implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified
investors in that Member State within the meaning of the Prospectus Directive.
Copies of this announcement are not being made and may not be distributed or sent into the United States,
Canada, Australia or Japan.
This announcement is not a prospectus and the offer referred to herein will not be open to the public.
This announcement may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements may be identified by the use of forward-looking terminology,
including the terms “will” or “should” or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking statements
reflect the Company’s current view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the Company’s business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak
only as of the date they are made.
Each of the Company, RMB, Morgan Stanley and Standard Bank and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any forward looking statement contained
in this announcement whether as a result of new information, future developments or otherwise.
None of RMB, Morgan Stanley and Standard Bank or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement) or any other
information relating to the 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 the announcement or its contents or otherwise arising in connection therewith.
Each of RMB, Morgan Stanley and Standard Bank is acting exclusively for Waco and no-one else in
connection with the offer. They will not regard any other person as their respective clients in relation to the
offer and will not be responsible to anyone other than Waco for providing the protections afforded to their
respective clients, nor for providing advice in relation to the offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the offer, each of RMB, Morgan Stanley and Standard Bank and any of their respective
affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and
other securities of Waco or related investments in connection with the offer or otherwise. Accordingly,
references in the preliminary listing statement, once published, to the shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by any of RMB, Morgan Stanley and Standard Bank and any of
their respective affiliates acting as investors for their own accounts. In addition, RMB, Morgan Stanley and
Standard Bank may enter into financing arrangements and swaps in connection with which they or their
affiliates may from time to time acquire, hold or dispose of shares. None of RMB, Morgan Stanley and
Standard Bank nor any of their respective affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Date: 15/10/2015 02:53:00 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.
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