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Abridged pre-listing statement regarding the secondary listing of Green Flash on the JSE Limited
GREEN FLASH PROPERTIES LTD
(Incorporated in the Republic of Mauritius)
(Registration number C124756 C1/GBL)
SEM Code "GFP.N0000"
ISIN: MU0461N00007
(LEC/P/02/2015)
JSE share code: GRP
("Green Flash" or "the Company")
ABRIDGED PRE-LISTING STATEMENT REGARDING THE SECONDARY LISTING OF GREEN FLASH
ON THE JSE LIMITED
Green Flash's shares are listed on the Official List of the Stock Exchange of Mauritius (“SEM”) (a member
of the World Federation of Exchanges), which constitutes its primary listing.
This abridged Pre-Listing Statement has been prepared and issued in terms of the JSE Listings
Requirements and in respect of a private placement of shares in the Company by way of:
. an offer to Invited Investors to subscribe for approximately 9,765,210 ordinary shares of no par
value in the Company at an issue price payable in Rand which is equivalent to €0.08 per share
determined at the prevailing EUR:ZAR exchange rate at 12h00 on Friday,
6 November 2015; and
. the subsequent listing of all the issued shares of the Company by way of a secondary listing on
the Alternative Exchange (“AltX”) of the JSE Limited (“JSE”).
Terms defined in the full Pre-listing statement bear the same meaning in this abridged Pre-listing
statement.
The SA private placement is an invitation to Invited Investors and will be constituted by the offer of Shares
to South African investors amounting to approximately 9,765,210 ordinary shares in the Company. The
shares to be issued in terms of the SA private placement will rank pari passu with all other shares in
issue.
This announcement contains the salient information in respect of Green Flash, which is more fully
described in the pre-listing statement which was issued to Invited Investors today (“the Pre-listing
statement”). For a full appreciation of Green Flash, the SA private placement and the listing on the JSE,
the Pre-listing statement should be read in its entirety.
The Pre-listing statement is not an invitation to the public to subscribe for shares in Green Flash. It is
issued in compliance with the JSE Listings Requirements for the purpose of giving information to the
public regarding Green Flash and to provide information to Invited Investors with regards the SA private
placement.
1. INTRODUCTION
Green Flash was incorporated on 14 August 2014 in Mauritius as a public company limited by shares in
accordance with the Mauritian Companies Act. It currently holds a Category One Global Business
License in accordance with the Mauritian Companies Act and the Financial Services Act 2007 of
Mauritius, and has been operational since 31 August 2014. The Company’s registered address is 20th
Floor Newton Tower, Sir William Newton Street, Port Louis, Mauritius.
The Company was listed on the SEM, as a primary listing, on 30 January 2015. Green Flash will conduct
its business from Mauritius.
The JSE has granted Green Flash a listing of all of the Company's issued shares on the AltX under the
abbreviated name: G Flash, JSE share code: GRP and ISIN: MU0461N00007 with effect from the
commencement of trade on Friday, 27 November 2015. This will be a secondary listing.
2. NATURE OF THE BUSINESS
The primary objective of the Company is to invest opportunistically in undervalued real estate assets to
provide investors with exposure to high yielding property assets.
The Company believes that there is a significant market for a dual listed property fund established to
acquire opportunistically good quality undervalued real estate assets (predominantly in Europe) in order
to offer investors in South Africa an opportunity to invest in internationally high yielding property assets.
The Company was established to meet the demands of this market and the Company intends to take
advantage of the business relationships, skills, market knowledge and experience of its Chief Executive
Officer, Stephen Carlin, to fulfil its business objectives. The Company intends to rapidly grow its portfolio
of assets, by purchasing undervalued real estate assets. In order to take advantage of these opportunities
it is necessary to be able to raise capital quickly. The benefit of a dual listing is that it allows the Company
to raise capital in South Africa and Mauritius, having regard to the strength of the directors’ relationships
and the known interest of investors in those jurisdictions. It is anticipated that the majority of the future
equity funding will be raised from South Africa.
3. INVESTMENT STRATEGY
The Company will seek to invest predominantly in Europe as well as certain parts of Africa. The Company
will target properties with strong sustainable income from high quality tenants with strong likelihood of
renewal of leases on expiry.
In order to take advantage of these opportunities it is necessary for the Company to be able to raise
capital quickly, to enable it to grow its assets. The benefit of a dual listing is that it allows the Company to
raise capital in South Africa and Mauritius, having regard to the strength of the directors’ relationships and
the known interest of investors in those jurisdictions.
The Company has begun investing in retail properties by the acquisition of 100% of the issued share
capital in Banstead Property Holdings Ltd with effect from 31 August 2014. This acquisition was funded
via the issue of Shares in the Company. The Company also acquired a portfolio of listed shares in
Redefine International PLC with effect from 1 April 2015. This acquisition was funded via the issue of
Shares in the Company.
4. LISTING ON THE JSE
The reasons for the Listing are to broaden Green Flash's investor base and source additional capital to
fund its growth aspirations, as well as 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;
. 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.
5. SHARE CAPITAL
Immediately prior to the listing on the JSE, the issued share capital of Green Flash will comprise
15,234,790 ordinary no par value shares. Assuming that 9,765,210 shares are issued in terms of the
South African private placement, immediately after the SA private placement and the listing on the JSE
the issued share capital of the Company will comprise 25,000,000 shares of no par value. The anticipated
market capitalisation of the Company will be approximately €2,000,000. There will be no shares held in
treasury.
6. DETAILS OF THE SA PRIVATE PLACEMENT
6.1 Particulars of the SA private placement
The SA private placement comprises an offer to subscribe for up to approximately 9,765,210 shares at
the issue price of the Rand equivalent of €0.08 which offer will raise up to the Rand equivalent of
approximately €781,216.
The SA private placement shares will be offered for subscription to initial Invited Investors in South Africa.
6.2 Minimum capital to be raised
There is no minimum amount, in the opinion of the directors, which is required to be raised in terms of the
SA private placement. However, the listing on the JSE is subject to the JSE being satisfied that a
sufficient number of shares will be available on the SA share register.
6.3 Important dates and times
The table below sets out the important dates and times in respect of the SA private placement and the
listing on the JSE:
2015
Abridged pre-listing statement published on SENS on Friday, 20 November
Opening date of the SA private placement at 09h00 on Friday, 20 November
Closing date of the SA private placement at 12h00 on Monday, 23 November
Results of the SA private placement released on SENS Tuesday, 24 November
Notification of allotments by Tuesday, 24 November
Listing of Green Flash shares on the AltX Friday, 27 November
Accounts at CSDP or broker updated and debited in Friday, 27 November
respect of dematerialised shareholders
These dates and times are South African dates and times and are subject to amendment. Any such
amendment will be released on SENS.
7. DIRECTORS
The full names, nationalities and business addresses of the directors of Green Flash are set out below:
Director, age, Role Business address
nationality and
qualification
Stephen Carlin (64); Chief Executive Officer 2nd Floor, 30 Charles II Street, London, SW1Y 4AE, United Kingdom
British/South African;
BSc(Eng), M. Ind.
Admin
Daniel Romburgh Financial Director 3rd Floor, La Croisette, Grand Baie, Mauritius
(33); South African;
Bachelor of
Commerce (Hons)
Financial Analysis
and Portfolio
Management
Serge Richard (50); Non-executive 24 Route des Acacias 1227 les Acacias Geneva Switzerland
Swiss; MBA Director
Peter Todd (56); Non-executive Director 3rd Floor La Croisette, Grand Baie, Mauritius
British/South African;
B.Comm, LLB, H Dip
Tax
8. PRE-LISTING STATEMENT
The Pre-Listing Statement is available in English only. Copies may be obtained from the Company and
the South African legal advisors and the South African transfer secretaries at the addresses as set out in
the "Corporate information" section of the Pre-Listing Statement during normal office hours from Friday,
20 November 2015 to Friday, 27 November 2015. The addresses are also set out below:
Webber Wentzel: 10 Fricker Road, Illovo Boulevard, Johannesburg, 2196
Computershare Investor Services Proprietary Limited: Ground Floor, 70 Marshall Street, Johannesburg
2001
By order of the board
For further information please contact:
Mauritian company administrator: Osiris Corporate Solutions (Mauritius) Ltd on +230 650 4030
20 November 2015
JSE Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
South African Legal Advisors: Webber Wentzel
Independent Reporting Accountants: Moore Stephens Cape Town Inc
Date: 20/11/2015 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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