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Abridged Prelisting Statement – Initial Offer for Rhodium Exchange Traded Funds
Africa ETF Issuer (RF) Limited
(Incorporated in the Republic of South Africa) (Registration No.
2013/022008/06) (“Africa ETF”)
AfricaGold Debentures
Abbreviated name: AfricaGld
Share code: ETFGLD
ISIN: ZAE000182523
And
AfricaPlatinum Debentures
Abbreviated name: AfricaPlt
Share code: ETFPLT
ISIN: ZAE000182556
And
AfricaPalladium Debentures
Abbreviated name: AfricaPld
Share code: ETFPLD
ISIN: ZAE000182531
(collectively “ETF Holders”)
Africa ETF Issuer Limited (RF) - Initial offer of rhodium linked Exchange Trades Funds evidenced
by Debentures issued by Africa ETF Issuer Alpha Code – “AFETF”
This pre-listing statement is not an invitation to the public to subscribe for securities, but is
issued in compliance with the Listings Requirements of the JSE Limited, for the purpose of
providing information to the public with regard to the company.
Africa ETF will be issuing the following commodity linked debentures:
AfricaRhodium Debentures
Abbreviated name: AfricaRho
Share code: ETFRHO
ISIN: ZAE000210787
ABRIDGED PRELISTING STATEMENT – INITIAL OFFER FOR RHODIUM EXCHANGE TRADED
FUNDS AS EVIDENCED BY RHODIUM LINKED DEBENTURES
1. INTRODUCTION
In compliance with the Listings Requirements of the JSE Limited (“JSE”), the JSE has approved the
listing of the Africa ETF Issuer Limited (RF) (“the Issuer”) rhodium exchange traded funds (“ETF”) as
evidenced by the rhodium linked debentures (“Debentures”) The information as it appears below is
for information purposes only and has been extracted from the Issuer’s prospectus which contains
information relating to the offer of AfricaRhodium dated 26 November 2015 (“the Prospectus”) (“the
Offer”).
2. BACKGROUND
The Issuer is a special purpose vehicle, the sole purpose of which, in terms of its Memorandum of
Incorporation, is to conduct the business of ETFs by issuing Debentures, which are fully backed by
the applicable physical commodity. The Issuer has 3 existing commodity ETFs listed on the JSE
Limited, referencing gold, platinum and palladium (ETFGLD, ETFPLT and ETFPLD respectively).
The aim of the Debentures is to provide investors exposure linked to the rand performance of the
underlying commodity being rhodium.
The Issuer does not have any employees and is managed by The Standard Bank of South Africa
Limited (“the Manager”). The Manager has entered into an agreement with the Issuer in terms of
which the Manager will perform the daily functions for the Issuer.
Maitland Group South Africa Limited will act as the independent Fund Manager and will fulfil its
duties as an independent party.
The Debentures are fully backed by the physical rhodium, approximately equivalent to 1/100 ounces
of the commodity and the value of the Debentures are expected to rise or fall in accordance with
fluctuations in the rand price of rhodium.
The rhodium underlying the Debentures will be held in safe custody on behalf of the investors by an
approved custodian.
Each Debenture is guaranteed by a corresponding security trust, which in turn benefits from a
security arrangement by which the underlying rhodium held by the custodian is pledged to the
security trust as security for the guarantee provided to the Debenture holder.
The Issuer charges an annual fee in order to meet its operating expenses. The Issuer will charge
0.75% (excluding VAT) of the value of the rhodium held by the custodian.
The AfricaRhodium Debentures will be classified as a domestic investment. As such, investment in
these ETF’s will not affect the relative foreign exposure limits applicable to institutional investors and
authorised dealers.
Initially the Debentures will be offered and issued on a privately placed basis thereafter they will
trade freely in the secondary market. All subscriptions for Debentures will be in specie in equivalent
sizes of a block of 250,000 debentures and multiples thereof. The Debentures are intended to be
listed on the main board of the JSE in the ETF sub-sector, with effect from 4 December 2015.
3. SUBSCRIPTION CONDITIONS AND SALIENT DATES AND TIMES OF THE OFFER AND
FURTHER ANNOUNCEMENT
CONDITIONS OF THE OFFER
This offer is not open to the public but only to qualifying subscribers. Once submitted, an
application is irrevocable.
All subscriptions for Debentures will be treated as primary market acquisitions.
All subscribers to the Debentures (“Subscribers”) must have a valid account with a broking member
of the JSE (“JSE Member”). Subscribers that do not have an account with a JSE member can
contact any broker registered with the JSE to open an account. A list is available on the JSE website
being www.jse.co.za.
a. PARTICIPATING IN THE OFFER
To participate in the Offer, Subscribers must contact their broker, the Manager or the authorised
participant as defined in the Prospectus. Subscribers who do not have a broker must then contact
the participating broker the details of which are set out in the Prospectus. Information regarding the
subscription procedures is detailed in the Prospectus.
b. THE ISSUE PRICE OF A DEBENTURE
The issue price of each allocable Debenture will be the cost of acquiring the underlying commodity
less any applicable costs, divided by the number of Debentures.
c. DISCHARGING THE ISSUE PRICE
The price payable by an investor if he subscribes for securities during the Offer period may be
settled by the delivery of physical rhodium (i.e. in specie subscriptions).
i. In specie subscriptions
In respect of in specie subscriptions, the minimum price payable by an investor is the amount of
ounces of the commodities equal to 1 block and multiples thereof. The value of the ounces is
subject to fluctuation from time to time relative to the market value. The authorised participant
can be contacted to purchase the required amount of commodities against payment in cash (in
Rands).
d. MINIMUM SUBSCRIPTION
Given that the ETF(s) are not closed-ended funds, there is no upper limit on the number of securities
available for purchase unless specifically indicated in the relevant Prospectus.
In respect of subscriptions, the minimum subscription amount will be detailed in the Prospectus.
Investors will not receive a certificate. The Debentures are issued in dematerialised form only,
meaning that they are not evidenced by a certificate, but instead are held in electronic form and
recorded in a sub-register maintained by a Central Securities Depository Participant “(CSDP”).
e. THE SALIENT DATES AND TIMES OF THE OFFER ARE SET OUT BELOW:
Opening date of the Offer (09h00) Wednesday, 02 December 2015
Closing date of the Offer (10h00) Wednesday, 02 December 2015
Initial Valuation Date Wednesday, 02 December 2015
Publication on SENS of results of the Offer, including Wednesday, 02 December 2015
Initial Issue price
Anticipated issue and date of listing on the JSE of the Friday, 4 December 2015
Debentures (09h00)
* Investors must advise their CSDP or broker of their acceptance of the offer in the manner and by
the cut-off time stipulated by their CSDP or broker.
4. DOCUMENTATION
Copies of the Prospectus can be obtained during normal business hours from the offices of the
Manager being, 30 Baker Street, 1st Floor East Wing, Rosebank, Johannesburg (011 415 4463) or
on via email request to AfricaETF@standardbank.co.za or the website www.standardbank.co.za/CIB
Johannesburg
01 December 2015
Originator, Transfer Agent, Corporate Advisor and Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division.
Date: 01/12/2015 04:43:00 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,
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