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Listing of Hulisani on the Main Board of the JSE Limited (“JSE”) and Abridged Pre-Listing Statement
HULISANI LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2015/363903/06)
Share code: HUL ISIN: ZAE000212072
(“Hulisani” or “the Company”)
LISTING OF HULISANI ON THE MAIN BOARD OF THE JSE LIMITED
(“JSE”) AND ABRIDGED PRE-LISTING STATEMENT
OVERVIEW
Hulisani was established by Asanda Notshe, Marubini Raphulu
and Malungelo Zilimbola, and incorporated as a public company
on 13 October 2015.
The Company is listing as a special purpose acquisition
company (“SPAC”) on the Main Board of the JSE to take
advantage of investor demand for energy assets specifically in
South Africa, and generally in greater Sub-Saharan Africa.
Recently, there has been an increasing trend of heightened
focus in the energy sector. Of note has been the successful
renewable energy program that has been rolled out by the
Department of Energy in South Africa. This program has
attracted numerous global participants and has been hailed as
one of the best run programs globally to date.
Given the growing levels of demand for energy, it is
envisioned that there will be significant continued investment
into the sector. Energy infrastructure is also crucial to the
development of other industries such as infrastructure and
manufacturing. This provides tangible, long term investment
opportunities for investors that have a long term horizon with
respect to their outlook.
The Board believes that Hulisani is well placed to compete
for, and complete, the acquisition of Viable Assets, given the
Directors’ knowledge, experience and industry-wide networks as
well as their ability to structure the acquisition of the
Viable Assets efficiently for the benefit of both the Company
and potential investors and so maximizing investor return.
The intended purpose of the Company following the listing on
the Main Board of the JSE as a SPAC, will be to pursue the
acquisition of, and investment in, companies focused on, and
operating in, the energy sector and which evidence good
potential for growth.
The Company has not traded and has not conducted any business,
other than in connection with the preparation of the pre-
listing statement and the private placement by way of an offer
for subscription made by the Company, subject to certain
conditions to selected persons who fall within one of the
specified categories listed in section 96(1)(a) of the
Companies Act, to whom the offer will specifically be
addressed, and by whom the offer will be capable of
acceptance, of 50 million new shares (“Offer Shares”) at R10
per Offer Share (“the Offer Price”) (“Private Placement”).
Hulisani has been granted a listing by the JSE by Private
Placement to raise R500 million in order to qualify for a
listing as a SPAC (“the Minimum Capital Amount”), in order to
pursue the acquisition of the Viable Assets in terms of the
Listings Requirements.
As at the listing date being 7 April 2016 (“Listing Date”),
the share capital of the Company will comprise:
- 1,000,000,000 authorised but unissued shares; and
- 50,000,020 issued shares.
The Abridged Pre-listing Statement is not an invitation to the
public to subscribe for shares, 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.
DISTRIBUTION OF PRE-LISTING STATEMENT
Terms appearing in title case in this announcement and that
are not otherwise defined herein, shall bear the meanings
assigned to them in the Pre-Listing Statement.
Hulisani will distribute the Pre-Listing Statement to selected
persons regarding the Listing and Private Placement containing
detailed information regarding the Company.
SALIENT DATES AND TIMES RELATING TO THE LISTING
The salient dates and times relating to the Listing are set
out below:
2016
Abridged Pre-Listing Statement Thursday, 31 March
published on SENS on
Publication of the Pre-Listing Friday, 1 April
Statement in the South African press on
Expected Listing Date Thursday, 7 April
CSDP and broker accounts will be Thursday, 7 April
updated and debited with the monies on
Notes:
1. All references to time above are to South African
Standard Time
2. The above dates may change, and any such change will be
published on SENS and in the South African press
INVESTMENT STRATEGY
Hulisani’s investment strategy is to pursue the acquisition
of, or investments in, direct or indirect minority stakes in
companies operating in the energy sector.
INVESTMENT POLICY AND GUIDELINES
The Company’s investment policy and guidelines will be
managed, and the investment strategy implemented, by the Board
as a whole.
The investment criteria which will be used by the Board to
assess investment opportunities or potential acquisitions of
Viable Assets will include, amongst other criteria, the
following:
- expected return;
- counterparty risks;
- inflation-beating ability of cashflows;
- quality and experience of management;
- environmental considerations; and
- geographical location primarily in Sub-Saharan Africa.
The Company aims to be a strategic investment vehicle for
retirement funds that are seeking assets with appropriate
cashflow profiles in order to match long term liabilities
faced by their members.
Investment opportunities and/or the acquisition of Viable
Assets will be assessed by the Board, as a whole, or where
deemed appropriate, by an ad hoc investment committee (acting
as a sub-committee of the Board) and presented to the Board
for consideration and approval, which will comprise of
disinterested, independent directors and the Chief Investment
Officer.
JSE SPAC REQUIREMENTS
A SPAC is a public company, of which the shares are listed on
the JSE. The purpose of a SPAC is to raise capital which must
be used to acquire assets that will, on their own, enable the
company to qualify for a listing, other than as a SPAC,
pursuant to the listing criteria of the JSE. Until Viable
Assets are acquired, the only asset of a SPAC is the cash
which it holds pursuant to a capital raise through the issue
of shares. This cash must be held in escrow and invested
conservatively.
The acquisition of Viable Assets must be approved by a
majority of disinterested directors and the majority of the
Shareholders at a general meeting.
In the event that not all of the capital raised from the
Private Placement is utilised for purposes of the acquisition
of Viable Assets, Shareholders will be requested to approve a
further resolution at the same general meeting dealing with
the further use and retention of Residual Capital after the
acquisition of Viable Assets has been approved.
In terms of the Listings Requirements, subsequent to the
completion of the acquisition of Viable Assets, Hulisani will
be required to meet the criteria for a listing on the Main
Board. Once so listed, the Company will be subject to the
Listings Requirements in all respects. Failure to meet those
criteria once the acquisition of Viable Assets has been
completed will result in the Company being delisted by the
JSE.
In terms of the Listings Requirements and subject to any
extension granted by the JSE, should the Company not complete
an acquisition of Viable Assets within the Initial Period of
the Listing Date, the JSE will suspend its Listing on the Main
Board.
RATIONALE OF THE LISTING
The following are the key points in relation to the rationale
for Listing:
- Access to funding: Listing will (i) enable the Company to
access investment funding in order to acquire the appropriate
assets in the chosen sector; and (ii) provide it with the
initial and ongoing ability to raise capital in order to
pursue and acquire or investment in the desired Viable Assets;
- Credibility: Listing will provide the Company with a certain
level of credibility at the point when potential vendors are
approached. Not only can the vendors independently verify the
identity of the Company, they are also able to gain confidence
in the ability of the Company to perform financially;
- Ability to issue scrip: This will give the Company
additional flexibility when evaluating opportunities. Vendors
may find it attractive to receive part of their purchase
consideration in the form of equity securities in a listed
vehicle. This gives this Company a competitive advantage over
other potential buyers that are unlisted;
- Ease of access: a listing will provide the Company access to
other investors such as pension funds. Regulation 28 to the
Pensions Funds Act, 1956 restricts retirement funds in terms
of where their assets can be invested. According to the said
regulation, listed equities is one of the largest category of
assets that can be invested into and hence is accessible to
retirement funds. This is in line with the stated intent of
the Company to present a portfolio of assets that will be
attractive to long term investors such as pension funds; and
- Broad-based Black Economic Empowerment (B-BBEE): It is the
Company’s intention to have meaningful ownership by
Historically Disadvantaged Entities and, accordingly, it will
strive to also access opportunities in South Africa that
require the B-BBEE credentials that the Company will possess.
This will increase and broaden the scope of the opportunities
that the Company is able to access. In addition, the Company
enables other B-BBEE investors to access investment
opportunities without the perennial impediment of liquidity
discounts that have been evident in the market. The company
will also endeavour to partner with and assist other B-BBEE
entities to explore opportunities both in South Africa and
across the continent.
PROSPECTS
Hulisani has identified potential opportunities to acquire
several energy generating assets located in South Africa and
Mozambique.
The acquisition of Viable Assets will be funded by way of cash
and/or Share issuances. The Board does not anticipate that the
Company will use debt funding to acquire Viable Assets.
While Hulisani is considering a number of potential
investments, the Company has not, and at the Listing Date will
not have, entered into any formal and binding acquisition
agreements in relation to the acquisition of any Viable
Assets.
DIVIDEND POLICY
The Board does not intend to declare dividends prior to the
completion of an acquisition of Viable Assets. The Company may
thereafter, subject to the requirements of sections 4 and 46
of the Companies Act, declare and pay dividends to
shareholders should the Board consider it appropriate in the
circumstances.
PRIVATE PLACEMENT AND CONDITIONS
The Pre-Listing Statement relates to the Private Placement to
raise an amount of R500 million, being the minimum amount
required to be raised in order to list as a SPAC on the Main
Board.
Consequently, the Pre-Listing Statement is not an offer, or an
invitation or solicitation of an offer, to the general public
to subscribe for, or otherwise acquire, Offer Shares in any
jurisdiction and is issued in compliance with the Listings
Requirements for the purpose of providing information to
selected persons. The JSE has approved the Pre-Listing
Statement.
On the Listing Date, all the Shares in issue will rank pari
passu with each other in all respects, including voting rights
and dividends.
Shareholders are advised that their Shares may only be traded
on the JSE in Dematerialised form. Furthermore, the Shares
will be delivered in Dematerialised form only. No documents of
title will be issued to shareholders that participate in the
Private Placement. Ordinary Shares held by the Founders in
certificated form immediately prior to the Listing will be
Dematerialised on or immediately prior to the Listing.
LISTING ON THE JSE
The JSE has granted the Company a listing on the Main Board as
a SPAC, in respect of the Offer Shares that will be issued
pursuant to the Private Placement, in the “Nonequity
Investment Instrument” sub-sector of the FTSE Global
Classification System, under the abbreviated name: “HULISANI”,
JSE ordinary share code: “HUL” and ISIN: ZAE000212072, with
effect from the commencement of trade on Thursday, 7 April
2016.
SHARE CAPITAL
Share capital on Listing:
The authorised and issued share capital of the Company
immediately prior to the Private Placement will be as follows:
R’000
Authorised
1,000,000,000 ordinary shares of no par value
Issued
20 ordinary shares of no par value 0.2
The total amount of the stated capital of the Company
immediately prior to the Private Placement will be R200.
The Company intends to raise R500 million. Accordingly, the
authorised and issued share capital of the Company immediately
after the Private Placement will be as follows:
R’000
Authorised
1,000,000,000 ordinary shares of no par value -
Issued
50,000,020 500,000
Stated capital 500,000
No Shares are held in treasury.
Changes to the Authorised and Issued Share Capital of the
Company:
On incorporation, the Company’s authorised share capital
comprised 1,000,000,000 ordinary shares of no par value.
COMPOSITION OF THE BOARD
The full names, ages, business addresses and designations of
the Directors are set out below:
Name Age Designation Business Address
Malungelo 45 Chief 11th Floor, Sandton Eye,
Headman Executive 126 West Street, Corner
Zilimbola Officer Rivonia, Sandton, 2196
Marubini 41 Chief 11th Floor, Sandton Eye,
Eugene Raphulu Investment 126 West Street, Corner
Officer Rivonia, Sandton, 2196
Mark Adrian 54 Chief 30 Tonquani Estate,
Booysen Financial Hiskett Road,
Officer Magaliessig
Patilizwe 60 Independent 29 Arlington Road,
Caswell Mdoda Non-executive Bryanston, 2021
Chairperson
Harald Schaaf 65 Independent 9th Floor, Convention
Non-executive Tower, Heerengracht,
Director Foreshore, Cape Town
8001
Fhedzisani 39 Independent 137 Bellairs Drive,
Minute Modau Non-executive Northriding, Randburg,
Director 2169
Asanda 34 Non-executive 11th Floor, Sandton Eye,
Vuyolwethu Director 126 West Street, Corner
Notshe Rivonia, Sandton, 2196
Dudu Rosemary 52 Independent 127 Kyalami Estate,
Hlatshwayo Non-executive Kyalami 1684
Director
Noluthando 53 Independent 8 Piazza Toscana, 17
Primrose Gosa Non-executive East Rd, Morningside
Director 2197
COPIES OF THE PRE-LISTING STATEMENT
The Pre-Listing Statement is only available in English. Copies
of the Pre-Listing Statement may be obtained during normal
business hours from the registered office of the Company at
11th Floor, Sandton Eye, 126 West Street, Corner Rivonia,
Sandton, 2196 and the offices of the Sponsor at 1st Floor, Ou
Kollege Building, 35 Kerk Street, Stellenbosch, 7600 and at
1st Floor, Building 8, Inanda Greens Business Park, 54 Wierda
Road West, Wierda Valley, Sandton, 2196 from the date of issue
hereof until Thursday, 7 April 2016.
Johannesburg
31 March 2016
Sponsor: PSG Capital Proprietary Limited
Auditors and Independent Reporting Accountants: KPMG Inc.
Attorneys: Allen & Overy (South Africa) LLP
Date: 31/03/2016 01:30:00 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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