Wrap Text
Launch of accelerated bookbuild offering
The SPAR Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/001572/06)
JSE Ordinary Share Code: SPP
ISIN: ZAE000058517
(“SPAR” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
LAUNCH OF ACCELERATED BOOKBUILD OFFERING
1. Introduction
SPAR announces the launch of an offering of new ordinary shares (“Bookbuild Shares”) to raise approximately R2.0 billion
through an accelerated bookbuild offering (“Bookbuild”) to qualifying investors. The Company reserves the right to increase
the size of the Bookbuild, subject to demand.
2. Rationale for the Bookbuild and use of proceeds
As communicated in the SENS announcement released on the 9 th of March 2016, SPAR has concluded an agreement to
acquire, subject to conditions precedent, 60% of SPAR Holding AG (“SPAR Switzerland”) for CHF44.5 million on the 1st of
April 2016. In addition, in August 2014 SPAR utilised balance sheet capacity to acquire 80% of TIL JV Ltd, the holding
company of the BWG group of companies (“SPAR Ireland”) for EUR55 million (R799 million at an exchange rate of R14.5
per Euro). The proceeds from the Bookbuild will be used to fund the purchase price for 60% of SPAR Switzerland and to
reduce gearing which increased as a result of, inter alia, the acquisition of 80% of SPAR Ireland and general corporate
purposes. The lower level of gearing at SPAR will provide SPAR with the financial flexibility to continue to invest in existing
operations and pursue value-enhancing opportunities.
3. Launch of the Bookbuild
The Bookbuild Shares will be issued under the Company’s existing general authority to issue shares for cash. The
Bookbuild is offered to qualifying investors only and is not an offer to the public.
The book for the Bookbuild is open with immediate effect and is expected to close as soon as possible.
Pricing and allocations will be announced as soon as practicable following the closing of the book. Listing and trading of the
Bookbuild Shares is expected to commence at 09h00 on Wednesday, the 6th of April 2016, subject to JSE Limited (“JSE”)
approval.
Rand Merchant Bank, a division of FirstRand Bank Limited and Morgan Stanley & Co. International plc are, pursuant to a
placing agreement entered into with SPAR, acting as joint bookrunners for the Bookbuild. Under the placing agreement
SPAR will not, subject to customary exceptions relating to employee share participation and similar arrangements, issue any
further ordinary shares for a period of 180 days from the date the Bookbuild is settled, without the prior written consent of
the joint bookrunners.
Pinetown
29 March 2016
Financial adviser and joint bookrunner
Rand Merchant Bank (A division of FirstRand Bank Limited)
Joint bookrunner
Morgan Stanley & Co. International plc
Legal counsel to SPAR
Bowman Gilfillan Inc
Legal counsel to the joint bookrunners
Allen & Overy LLP
Sponsor
One Capital
Disclaimer
This announcement is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport to be full or complete, is subject to
change and shall not constitute or form part of an offer or solicitation of an offer to purchase, sell, issue or subscribe for
securities in the United States or any other jurisdiction nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. No
reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
The distribution of this announcement and the offering of the Bookbuild Shares in certain jurisdictions may be restricted by
law. The Bookbuild Shares may not be offered to the public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has
been taken by SPAR or either joint bookrunner or any of their respective affiliates that would permit an offering of such
securities or possession or distribution of this announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement
comes are required by SPAR and the joint bookrunners to inform themselves about, and to observe, such restrictions.
The Bookbuild Shares have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration or an
exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer
of the Bookbuild Shares in the United States or in any other jurisdiction.
Neither this announcement nor the Bookbuild constitutes or is intended to constitute an offer to the public in South Africa in
terms of the South African Companies Act, 2008 (the “South African Companies Act"). In South Africa this announcement
is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement
relates is available only to, and will be engaged in only with, persons in South Africa who (i) fall within the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii) who are persons who subscribe, as principal,
for Bookbuild Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African
Companies Act.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African
Financial Markets Act, 2012, and/or South African Financial Advisory and Intermediary Services Act, 2002, by any of the
joint bookrunners.
In member states of the European Economic Area which have implemented the Prospectus Directive (each, a “Relevant
Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are qualified
investors within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified
Investors who are (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as
“Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this announcement
and should not act or rely on it.
This announcement has been issued by and is the sole responsibility of SPAR. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the joint
bookrunners or by any of their respective affiliates or any of its or their respective directors, employees, advisers or agents
as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made
available to or publicly available to any interested party or their advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an
investment in the securities. Any investment decision to acquire securities pursuant to the Bookbuild must be made solely
on the basis of publicly available information. Any such information has not been independently verified by the joint
bookrunners.
The issue of the Bookbuild Shares to investors in terms of the Bookbuild is subject to the placing agreement between SPAR
and the joint bookrunners becoming unconditional in accordance with its terms.
Each of the joint bookrunners are acting for SPAR, and no one else, in connection with the Bookbuild and will not be
responsible to anyone other than SPAR for providing the protections afforded to the respective clients of the joint
bookrunners, nor for providing advice to any other person in relation to the Bookbuild or any other matter referred to herein.
In connection with the offering of the Bookbuild Shares, any of the joint bookrunners and any of their respective affiliates
acting as an investor for their own account may take up a portion of the Bookbuild Shares as a principal position and in that
capacity may retain, purchase or sell for their own account such Bookbuild Shares. In addition they may enter into financing
arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of
Bookbuild Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
The Bookbuild Shares to be issued pursuant to the Bookbuild will not be admitted to trading on any stock exchange other
than the JSE. Neither the content of SPAR’s website nor any website accessible by hyperlinks on SPAR’s website is
incorporated in, or forms part of, this announcement.
Date: 29/03/2016 05:35:00 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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