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Opening of offer to invited investors to subscribe for shares and listing of Newpark on AltX Exchange of the JSE
Newpark REIT Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/436550/06)
JSE share code: NRL
ISIN: ZAE000212783
(“Newpark” or “the company” or “the group”)
ABRIDGED PRE-LISTING STATEMENT – OPENING OF OFFER TO INVITED INVESTORS TO SUBSCRIBE FOR SHARES AND LISTING OF NEWPARK
ON THE ALTERNATIVE EXCHANGE OF THE JSE
Abridged pre-listing statement relating to:
- a private placement (“the private placement”) to raise up to R62.5 million by way of an offer for subscription
to invited investors for up to 10 million ordinary shares in the share capital of Newpark (“private placement
shares”) at an issue price of R6.25 per private placement share; and
- the subsequent listing of all of the issued shares of the company in the “Diversified REIT’s” sector on the
Alternative Exchange (“AltX”) of the JSE (“the 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 providing information to the
public in relation to Newpark and to provide information to selected investors in relation to the private
placement.
Invited investors will be contacted by and will receive application forms to participate in the private placement
from the bookrunner, Java Capital.
This announcement contains the salient information in respect of Newpark, which is more fully described in the pre-
listing statement (“full pre-listing statement”) which will be made available to invited investors from today. For a
full appreciation and understanding of Newpark, 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 JSE has granted Newpark a listing of all of its issued shares on the JSE in the “Diversified REITs” sector of
the AltX of the JSE under the abbreviated name: “Newpark”, JSE share code: NRL and ISIN: ZAE000212783
with effect from the commencement of trade on Wednesday, 3 February 2016, subject to the company having
satisfied the requirements of the Listings Requirements regarding the spread of shareholders, being public
shareholders holding not less than 10% of the issued share capital of the company at the point of listing on the
AltX.
2. History and nature of business
Newpark was registered and incorporated as a public company on 7 December 2015 for the purposes of listing
the assets, being two A-grade commercial properties known as the JSE Building and 24 Central (“the
properties”), owned by Newpark Towers Proprietary Limited (“the subsidiary”), which on listing, will be a
wholly owned subsidiary of Newpark. The subsidiary has owned and operated the properties for several years.
The properties are long term capital assets that the company believes have significant value and upside.
3. Investment and growth strategy
The company will, through its subsidiary, own 2 high quality anchor assets situated in the Sandton CBD.
Newpark’s investment strategy is to seek similar well positioned prime commercial properties that provide good
yielding income flows with a potential of upward rating on lease renewals and/or re-development opportunities
within the medium (5 to 10 years) to long term (10 to 20 years).
4. Prospects
The group’s intention is to focus on acquiring high quality properties in nodes which offer superior capital
growth and annuity rental income.
The group will, from the listing date, own two buildings, namely the JSE which has 18 163m2 of rentable space
and an adjoining building known as 24 Central which has 15 084m2 of rentable space. The company is
projecting that distributable income for the year ended 28 February 2017 will be R49.5 million, which will
equate to a distribution for the 100 million shares of 49.47 cents per share.
5. Directors
Name and age Gary David Harlow (58)
Business address Capital Hill, 6 Benmore Road, Sandton 2146
Qualification BBusSci (Hons) (UCT), FCMA, CGMA, CA (SA)
Position Chairman, independent non-executive director
Name and age Simon Peter Fifield (39)
Business address 51 West Street, Houghton Estate, Houghton, Johannesburg
Qualification BSc Survey, MSc Survey, CFA Charterholder
Position CEO
Name and age Ronnie Ralph Hill (57)
Business address 51 West Street, Houghton Estate, Houghton, Johannesburg
Qualification B Com, Hons B Compt
Position Financial director
Name and age Dionne Traci Ellerine (48)
Business address 51 West Street, Houghton Estate, Houghton, Johannesburg
Qualification B Com LLB
Position Non-executive director
Name and age Kevin Murray Ellerine (47)
Business address 51 West Street, Houghton Estate, Houghton, Johannesburg
Qualification National Diploma in company administration
Position Non-executive director
Name and age Barry Daniel Van Wyk (50)
Business address 13 Wessels Road, Rivonia, Johannesburg, 2128
Qualification CA(SA)
Position Non-executive director
Name and age Howard Charles Turner (73)
Business address 51 West Street, Houghton Estate, Houghton, Johannesburg
Qualification CA (SA) SEP (Stanford)
Position Independent non-executive director
Name and age David Ivor Sevel (66)
Business address 51 West Street, Houghton Estate, Houghton, Johannesburg
Qualification PLE
Position Independent non-executive director
All of the directors are South African nationals
6. Property management
The property management function in respect of 24 Central, is outsourced on market-related terms to JHI
Properties Proprietary Limited. The lease in respect of the JSE building is a triple net lease.
7. Summarised forecast information
Set out below are the summarised forecast statements of comprehensive income (“summarised forecasts”) for
the year ending 29 February 2016 and the year ending 28 February 2017 (“forecast periods”). The forecast
information is based on the assumption that R62.5 million is raised through the issue of 10 million private
placement shares at an issue price of R6.25 per private placement share pursuant to the private placement.
The summarised forecasts, including the assumptions on which they are based and the financial information
from which they are prepared, are the responsibility of the directors of Newpark.
The summarised forecasts have been prepared in compliance with IFRS and in accordance with Newpark’s
accounting policies.
Forecast for the Forecast for the
12 months to 29 year ending 28
February 2016 February 2017
R’000 R’000
Number of shares in issue 100 000 001 100 000 001
Weighted average number of shares in issue 8 333 334 100 000 001
Basic and diluted earnings per share (cents) 303.21 46.82
Headline earnings per share (cents) 401.23 59.89
Distributable income per share (cents) 20.46 49.47
The figures set out above are extracted from detailed forecasts for the year ending 29 February 2016 and the
year ending 28 February 2017 and have been reported on by the independent reporting accountant, Grant
Thornton Johannesburg. The detailed forecasts, the independent reporting accountants’ report on the detailed
forecast and the assumptions on which the detailed forecasts are based, are set out in the full pre-listing
statement.
8. Purposes of the private placement and the listing
The main purposes of the private placement and the listing are to:
- establish a new holding company to provide investors, both institutional and private, with an opportunity
to participate over the long-term in the income streams and future capital growth of the group;
- enhance the liquidity and tradability of the shares;
- provide the group with a platform to raise equity funding to pursue growth and investment opportunities
in the future; and
- enhance the public profile and general public awareness of Newpark.
9. Details of the private placement
The private placement will comprise the issue of up to 10 million ordinary shares in the company at an issue
price of R6.25 per private placement share.
There are no convertibility or redemption provisions relating to the private placement shares being offered in
terms of the private placement. Private placement shares will be issued in dematerialised form only. No
fractions of private placement shares will be issued. The private placement will not be underwritten.
The listing is not conditional on raising a minimum amount in terms of the private placement.
Applications by invited investors who are not persons who fall within the categories of persons set out in
section 96(1)(a) of the Companies Act, 2008 (Act 71 of 2008) must be for a minimum subscription of
R1 000 000 per investor acting as principal.
The private placement shares issued in terms of the full pre-listing statement will be allotted subject to the
provisions of the MOI and will rank pari passu in all respects, including distributions, with all existing issued
shares in the company.
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.
10. Salient dates and times
2016
Opening date of the private placement (09:00) Tuesday, 26 January
Closing date of the private placement (17:00) Tuesday, 26 January
Results of the private placement released on SENS Wednesday, 27 January
Notification of allotments to successful invited investors from Wednesday, 27 January
Listing of shares and the commencement of trading on the JSE (09:00) Wednesday, 3 February
Accounts at CSDP or broker updated and credited in respect of
dematerialised shareholders Wednesday, 3 February
Notes:
1. All references to dates and times are to local dates and times in South Africa. These dates and times are
subject to amendment. Any such amendment will be released on SENS.
2. Invited investors must advise their CSDP or broker of their acceptance of the private placement in the
manner and cut-off time stipulated by their CSDP or broker.
3. CSDPs effect payment on a delivery-versus-payment basis.
11. Application of proceeds
The proceeds of the private placement will be used by Newpark to partly settle the subscription price and
purchase price for all the shares and claims in Newpark Towers.
12. Condition to which the private placement and the listing are subject
The private placement and the listing are subject to the achievement of a public spread of shareholders
acceptable to the JSE, being a minimum of not less than 10% of the issued share capital of the company being
held by the public.
If such condition fails, the private placement and any acceptance thereof shall not be of any force or effect and
no person shall have claim whatsoever against Newpark or any other person as a result of the failure of any
condition.
13. Availability of the full pre-listing statement
Copies of the full pre-listing statement may be obtained between 08:30 and 17:00 on business days from
Tuesday, 26 January 2016 to Wednesday, 3 February 2016 at the following places and on the company’s
website at www.newpark.co.za:
Newpark REIT Limited
51 West Street, Houghton, Johannesburg.
Java Capital Proprietary Limited
6A Sandown Valley Crescent, Sandown, Sandton, 2196.
Computershare Investor Services Proprietary Limited
70 Marshall Street, Johannesburg, 2107.
26 January 2016
Corporate advisor, bookrunner and designated advisor
Java Capital
Independent reporting accountants and auditors
Grant Thornton
Attorneys
Clffe Dekker Hofmeyr
Date: 26/01/2016 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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