GOLD BRANDS INVESTMENTS LIMITED - Abridged Pre-Listing Statement - Gold Brands Investments Limited

Abridged Pre-Listing Statement - Gold Brands Investments Limited

                          GOLD BRANDS INVESTMENTS LIMITED
                        Incorporated in the Republic of South Africa
                           Registration Number: 2015/168426/06
                                Share code on the JSE: GBI
                                   ISIN: ZAE 000212791
                              (“Gold Brands” or “the Company”)

GOLD BRANDS - LISTING BY INTRODUCTION - ABRIDGED PRE-LISTING STATEMENT

1.INTRODUCTION

The JSE has granted a listing, by way of an introduction, of all of the ordinary shares issued in
Gold Brands, on the AltX under the abbreviated name “Gold Brand”, trading code GBI, and FTSE
Classification “Food Retailers and Wholesalers”, with effect from the commencement of trading
on the JSE on Friday, 12 February 2016.

At the date of the commencement of the listing, the authorised share capital of GBI will
comprise of 1 000 000 000 ordinary shares with no par value of which there will be 110 000 000
issued and listed ordinary shares. There are no other classes of shares issued and/or listed on
any stock exchange and no shares held in treasury by Gold Brands. There are no other classes
of shares as at date of listing.

2.NATURE OF BUSINESS

Gold Brands is a platform that drives the aggressive expansion of high grossing, fast moving
franchises. With the founders of the Company having over 40 years of franchising experience,
and having successfully rolled out more than 300 stores, the Company will provide potential
franchisees with unrivalled knowledge, experience and opportunities.

With 5 strong brands to choose from, managed by Franchising to Africa and manufacturing,
production and distribution of products by Gold Brands Food Services, Gold Brands has
developed a unique model that has to date supported its strong growth in the highly competitive
food franchising industry.

All the business of the group up to 28 February 2015 was conducted through Franchising to
Africa and was subsequently reconstituted into the group as set out below to better control and
manage the various Franchises and group activities.

The Current Group structure is depicted below

Franchising to Africa forms the core of Gold Brands’s franchising division, which consists of
One Plus One Pizza, Gold Brands Chesanyama, Butchers Grill, Pitaland, Chicken Wild Wings and
Black Steer Enterprises.

Goldbrands Chesanyama is a franchise enterprise, with 290 franchisees, catering to the LSM1 to
6 market, which brings the local butcher to your doorstep. Serving the best-matured A-grade
meats flame-grilled in their open-plan kitchen, enhanced by our secret traditional pap and sauce
or freshly cut chips. Our Head-Office support structure, one-stop distribution centre and in-
house butchers are some of the reasons we are able to provide our customers with value for
money meals. This in turn, creates high volume sales, satisfied appetites and high landlord
expectations.
Chicken Wild Wings with 8 franchisees, is a fast food concept, which offers quality tasting
chicken at affordable prices. The Wild Wings menu is very diverse and caters to every South
African’s needs from crunchy chicken wings, grilled chicken, to grilled chicken burgers, and
fresh cut chips and an assortment of beverages. Wild Wings has a support structure that
consists of Wild Wings Consultants, Business Managers and a support structure from Gold
Brands Head Office with Operations assistance and assistance from their Marketing department.

Blacksteer, “The Original” Steak House, with 10 franchised stores opened in the last 8 months,
has quickly become a household name famous for their steaks, burgers and legendary ribs. The
future looks bright for the Blacksteer group, as vast resources and extensive franchising
expertise are now available through Franchising to Africa and Gold Brands. The re-engineering
of the brand image in 2006 ensures that the “Living Legend” lives on. The Blacksteer group is
now set to become the market leader in the steak house and take out sectors.

Gold Brands Food Services is primarily responsible for all manufacturing and distribution within
the Group.

3.DIRECTORS

The names and addresses of the directors of Gold Brands are as follows:

Director                              Address

Clifford David Raphiri (52)           19 Maslow Lane, Cornwall Hill Estate, Centurion
Non- Executive Chairman

Efpraxia Nathanael (45)               195 Witch-Hazel       Avenue,    Highveld   Techno   Park,
Chief Executive Officer               Centurion

Terrence Craig Ballard (34)           195 Witch-Hazel       Avenue,    Highveld   Techno   Park,
Financial Ditector                    Centurion

Hlumelo Biko (38)                     137 Empire Place, Sandhurst, Johannesburg
Non-Executive Director

Christos Kassianides (41)             195 Witch-Hazel       Avenue,    Highveld   Techno   Park,
Non-Executive Director                Centurion

Valentine Nichas (53)                 195 Witch-Hazel       Avenue,    Highveld   Techno   Park,
Non-Executive Director                Centurion

Clive Korona-Yashe Rugara (42)        137 Empire Place, Sandhurst, Johannesburg
Non-Executive Director

4.SUMMARISED FINANCIAL INFORMATION

The summarised financial information below has been extracted from the audited annual
financial statements of Franchising to Africa (Pty) Ltd for 2013, 2014 and 2015 and the Audited
Interim Financial Statements for the six month period ending 31 August 2015, and the unaudited
pro-forma consolidated annual financial statements for Gold Brands for the six months ending
31 August 2015 along with the unaudited forecast consolidated annual financial statements for
the year ending February 2016.

                      2013           2014            2015             2016        2016             2016
                          Actual          Actual         Actual       Interim       Interim       Forecast

                        Audited          Audited        Audited       Audited     Pro-Forma



Turnover ZAR          24 343 301      137 188 060    205 939 723   116 680 807   116 680 807    218 846 964

EBITDA ZAR            (2 036 475)       6 111 679     10 544 787     5 939 785     4 974 785     12 236 836



EPS (cents per             (2.60)            5.15           6.76          3.48          2.06             8.02
share)

HEPS (cents per            (2.60)            5.15           7.74          3.48          2.06             8.02
share)



NAV (cents per             (2.60)            2.55           9.31         26.87         37.86          43.19
share)

TNAV (cents                (2.60)            2.55           9.31         12.97         27.11          33.45
per share)



Number           of   85 000 000       85 000 000     85 000 000    85 000 000   110 000 000    110 000 000
Shares



Stores:

Chesanyama                    18              80            236           236           236              320

1+1 Pizza                      3               7             11            11            11               15

Chicken Wild                    -              1              7             7             7                9
Wings   

Pitaland                        -              2              6             6             6                8

Black Steer                     -                             1             1             1               14




Notes:

   1.For comparative purposes of the per share calculations it has been assumed that 85
     000 000 shares were in issue for 2013, 2014 and 28 February 2015 in Franchsing to
     Africa (Pty) Ltd, increasing to 110 000 000 shares for 31 August 2015 and 28 February
     2016 in Gold Brands Investment Ltd.
   2.The pro-forma column consists of the audited information of Franchising to Africa
     (Pty) Ltd, adjusted for the shares to be issued and funds raised in the private placements.
   3.The private placement cash raised has been included in the NAV as it will immediately
     be used to fund working capital and will not be invested.
   4.All forecast information for the year ending 28 February 2016 has been extracted from
     Annexure 4.
   5.The historical audited financial information pertains to Franchising for Africa (Pty) Ltd as all
     the group operations were carried out in this company historically and the other companies
     in the group were dormant up to 28 February 2015.


5.COPIES OF THE PRE-LISTING STATEMENT


The     full  Pre-Listing   Statement     is   available on the   Company’s    website   at
http://www.goldbrands.co.za/ Copies may also be obtained at any time during normal business
hours as of 08 January 2016 from the office of Gold Brands, River Group and the transfer
secretaries, details of which are set out below:
The Company’s office, 195 Witch-Hazel Avenue, Highveld Techno Park, Centurion;

The office of River Group, No.2 Kloof Trio, 211 Kloof Street, Waterkloof, Pretoria, 0181; and

The office of Trifecta Capital (Pty) Ltd, 31 Beacon Road, Florida North, 1709.


Johannesburg
05 February 2016
Corporate and Designated Adviser

River Group

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