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UNIVERSAL PARTNERS LIMITED - Intention To List On The AltX

Release Date: 25/07/2016 13:09
Code(s): UPL     PDF:  
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Intention To List On The AltX

UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number 138035 C1/GBL)
(“Universal Partners” or “the company”)


INTENTION TO LIST ON THE ALTX


The board of directors of Universal Partners is pleased to announce the intention to list all its issued ordinary shares of no
par value (“shares”) by way of a secondary listing on the Alternative Exchange (“AltX”) of the Johannesburg Stock
Exchange (the “JSE listing”). Immediately prior to the JSE listing, the company intends undertaking a private placement
of shares, to raise approximately GBP 80 million, by way of an offer to invited investors to subscribe for approximately
80 000 000 shares.

Universal Partners has to date received an aggregate capital commitment of approximately GBP 60 million from a
number of cornerstone investors, comprising a consortium (including Investec Bank) introduced by Global Capital, a
boutique investment banking and private equity firm based and operating in South Africa and in Australia, a consortium
introduced by Richmark Holdings, an investment banking holding company focusing on innovative business
opportunities in the telecommunications, property and commercial services sectors, and Credo Wealth.

This announcement is not an invitation to the public to subscribe for shares in the company, but is issued for the purposes
of giving information to the public in relation to Universal Partners.

1.   INTRODUCTION

Universal Partners was incorporated and registered in Mauritius on 25 April 2016 and holds a Category 1 Global Business
Licence issued by the Financial Services Commission of Mauritius. The company conducts its business from Mauritius.

Universal Partners is an investment holding company that will seek private equity investment opportunities in high
quality, cash generative businesses across Europe. It will be an active shareholder in its investee companies, with
meaningful participation in formulating and monitoring the execution of the business strategy of each investment. The
company will invest approximately 80% of its capital in Europe, with a particular focus on the United Kingdom, while the
remaining 20% of its capital may be earmarked for investment opportunities elsewhere.

Universal Partners is led by an experienced board of directors and an Investment Committee with a long and successful
track record investing in and/or managing a variety of businesses. Investment management services will be provided by
ARGO Investment Managers (the “investment manager”).

Universal Partners will be issuing approximately 450 000 new shares at a price of GBP1.00 per share by way of a placing
on the company’s Mauritian share register, which shares, together with the 100 shares already in issue and in accordance
with the approval granted by the Listing Executive Committee of the Stock Exchange of Mauritius Ltd (the “SEM”) on
22 July 2016, will be listed on the Official Market of the SEM with effect from the commencement of trade on
8 August 2016 (“SEM listing”). The SEM listing will constitute the company’s primary listing.

The company has received informal approval of a secondary listing of all of the company’s issued shares on the AltX, and
intends listing as such on or about Thursday, 11 August 2016. The JSE listing will be a foreign inward listing and will
constitute the company’s secondary listing. Immediately prior to the JSE listing, the company intends undertaking a
private placement of shares by way of an offer to invited investors to subscribe for approximately 80 000 000 shares at an
issue price equivalent to GBP1.00 per share, payable in Rand and determined at the prevailing GBP:ZAR exchange rate.

2.   INVESTMENT STRATEGY AND OBJECTIVES

Universal Partners’ medium- to long-term objective is to achieve sustained growth in its net asset value per share,
measured in Pounds Sterling, in excess of 8% per annum, by investing in companies that demonstrate the following
important attributes:

     -   a robust, easily understood business model;

     -   clear competitive advantages, typically provided by an enhanced customer experience, a lower cost base and/or
         technological leadership;
     -   strong and sustainable profitability, combined with a high cash conversion ratio;

     -   high quality, experienced management who demonstrate a strong cultural fit with Universal Partners and the
         investment manager;

     -   the acquisition of a meaningful shareholding (generally 25% or more) in the investee company, so that Universal
         Partners is able to influence and monitor the strategy and performance of the investee company;

     -   appropriate alignment of interests and incentives between Universal Partners, the investment manager and the
         management and staff of the investee company; and

     -   long term growth potential.

The company will seek to build a portfolio of investments that meet the criteria set out above while also providing an
appropriate level of diversification across different industries and asset classes. In particular, the board has identified a
market segment in the United Kingdom that is currently under-serviced in terms of private equity investment and which
presents significant scale and scope of opportunities, being smaller companies with an up to GBP 100 million enterprise
value that lend themselves to co-investment. It is the directors’ intention to invest between GBP 10 million –
 GBP 30 million in respect of any given opportunity and that no single investment should constitute in excess of 20% of
the overall value of the investment portfolio.

The implementation of the its investment strategy will allow Universal Partners shareholders to access a portfolio of high
quality, cash generative businesses that should produce superior returns over the medium- to long-term.

In most instances, investors are only able to access equivalent investment opportunities by investing in a private equity
fund. The board believes that its investment model avoids some of the obvious constraints of the fund model, such as a
high minimum initial investment size, extended lock-up periods with very low levels of liquidity, as well as pressure to
dispose of investments as the fund expiry date approaches. Being a listed entity, Universal Partners will enjoy the
benefits of a more permanent form of capital, allowing greater flexibility in the investment holding period.

3.   LISTING ON THE JSE

While a primary listing on the SEM will provide access to a global investor base that views Mauritius as an attractive
investment destination, the board is of the strong opinion that Universal Partners will present an attractive opportunity to
South African investors who desire diversification against the risks arising from low growth on the domestic front. An
investment in Universal Partners also provides a degree of currency diversification as well as access to a class of
investments and an investment jurisdiction that is not readily available other than by using their foreign investment
allowance.

4.   DIRECTORS

The names, ages, nationalities, qualifications, experience and roles of the directors of Universal Partners are set out
below:

Name, age, nationality
and qualification          Role                       Experience
Pierre Joubert (50)        Chief Executive Officer    Prior to his appointment as CEO of the Company, Pierre joined the
South African                                         Richmark Group of companies in November 2015 in the position of
B.Comm, CA (SA)                                       Chief Investment Officer. Previously, Pierre spent 13 years at Rand
                                                      Merchant Bank, a division of FirstRand Bank Limited (“RMB”),
                                                      fulfilling various roles including those of senior transactor in the
                                                      Corporate Finance division, 5 years as the Head of the Equities
                                                      division and 3 years as the Co-Head of the Global Markets division.
                                                      Pierre has been a member of the RMB Investment Committee for
                                                      the last 10 years, a position he continues to hold. He is also a
                                                      member of the Ashburton Private Equity Fund 1 Investment
                                                      Committee. Pierre intends relocating permanently to Mauritius.
Name, age, nationality
and qualification          Role                       Experience
David Vinokur (37)         Chief Financial Officer    In addition to his role as Chief Financial Officer of Universal
South African                                         Partners, David is also the CEO of Global Capital Proprietary
B.Comm, B.Acc                                         Limited. After completing his articles at PricewaterhouseCoopers
CA(SA)                                                and being certified as a Chartered Accountant, David joined Global
                                                      Capital in February 2004. His portfolio consists of a diverse range of
                                                      private companies in many industries. David currently sits on the
                                                      board of Global Capital Proprietary Limited, National Airwqays
                                                      Corporation Proprietary Limited, Informal Solution Providers
                                                      Proprietary Limited, KNR Flatrock Proprietary Limited, Quantified
                                                      Living Products Proprietary Limited, Abela Proprietary Limited,
                                                      SAIL Group Proprietary Limited, Revfin Proprietary Limited,
                                                      Global Capital Empowerment Proprietary Limited and Blue Chip
                                                      Holdings Proprietary Limited. David is also a member of the
                                                      Investment Committees of Global Capital Proprietary Limited,
                                                      Global Empowerment Proprietary Limited, Revfin Proprietary
                                                      Limited and Abela Proprietary Limited. He has previously been on
                                                      the board of Morecorp Proprietary Limited, Du Pont Telecom
                                                      Proprietary Limited, Pilot Crushtex Proprietary Limited and Cell
                                                      Network Proprietary Limited.

Andrew Birrell (46)        Executive director         Andrew has over 26 years’ experience in various executive and non-
British and South                                     executive roles, across the life insurance, general insurance, health
African                                               insurance, stock broking, asset management, and retail online
Bachelor of Business                                  banking industries, in South Africa, the UK, Scandinavia, Canada,
Science (Actuarial)                                   Ireland and Australia. He assumes the role of chairman of Assupol
FFA, FASSA, CERA                                      Life Limited and Assupol Holdings Limited, both based in South
                                                      Africa, with effect from 1 July 2016. His most recent role was as
                                                      CFO of Guardian Financial Services, a Cinven sponsored UK life
                                                      insurance consolidator that was sold to Swiss Re in early January
                                                      2016. Previous roles include Group Chief Actuary and Group CRO
                                                      of Old Mutual plc, CRO of Old Mutual South Africa Limited, COO
                                                      and CFO of Investec Securities Limited and CFO of Capital
                                                      Alliance Holdings Limited and Capital Alliance Life Limited.

Larry Nestadt (65)         Non-Executive              Larry has a long and successful corporate career, both in South
South African              Chairman and member        Africa and internationally. Larry is a co-founder and former
                           of the Investment          Executive Director of Investec Bank Limited. In addition, Larry was
                           Committee                  instrumental in the creation and strategic development of a number
                                                      of listed companies such as Capital Alliance Holdings Limited,
                                                      Super Group Limited, HCI Limited, SIB Holdings Limited and
                                                      Global Capital Limited, in addition to having served as past
                                                      chairman on the boards of these companies. He is the current
                                                      Executive Chairman of Global Capital Proprietary Limited.
 
Marc Ooms (64)             Independent Non-           Marc Ooms was General Partner of the Petercam Group, a Benelux
Belgian                    Executive Director and     Investment Bank that was the largest independent broker and private
BSc (Business              member of the              banker in the region, with €15 billion under management;
Administration)            Investment Committee       managing-director of Petercam Belgium N.V. and Chairman of
                                                      Petercam Bank Nederland. He retired at the age of 60 at the
                                                      beginning of 2011. Marc is currently a member of the Board of
                                                      Directors of Sea-Invest Corporation (Luxembourg), Greenyard
                                                      Foods NV, Baltisse NV (private equity fund) and The Fruit Farm
                                                      Group NV.

Neil Page (61)             Independent Non-           Neil has specialised in private equity since 1985, when he joined the
South African              Executive director and     MBO division of Barclays Merchant Bank, which subsequently
B Comm, CAIB (SA),         member of the              became Firstcorp Capital, the forerunner of Ethos Private Equity
Dip SAIM                   Investment Committee       Proprietary Limited.
                                                      In 1989 he co-founded what is today RMB Corvest, a leading
                                                      private equity investor in South Africa. Neil has been the Managing
                                                      Director of this company since inception. Neil has been a member of
                                                      the RMB Investment Committee for a number of years, a position he
                                                      continues to hold.

Peter Gain (41)            Independent Non-           Peter Gain is an experienced entrepreneur who has over the past two
British and South          Executive director and     decades built businesses, led a number of significant corporate
African                    member of the              transactions, fund raisings, listings, asset sales, mergers and group
B. Bus Sc. (Hons)          Investment Committee       restructurings in sectors as diverse as mining and resources,
                                                      agriculture and food processing, warehousing and logistics,
                                                      telecoms and media, dental and medical services, financial services
                                                      and funds management. In addition to his current directorship
                                                      activities within the Belgian listed Greenyard Foods NV Group,
                                                      Peter is the Chairman of Draper Gain Investments Ltd, Newnham
                                                      Ellis Limited and Dentex Healthcare Group Limited, all investment
                                                      groups focusing on private equity opportunities in the United
                                                      Kingdom.

Andrew Dunn (45)           Non-Executive director     Andrew is the Group CEO of Richmark Holdings and Executive
South African              and member of the          Chairman of DNI. Andrew began his career in 1994 by founding
B.Comm                     Investment Committee       Miltrans, a logistics business which he later sold to Super Group. On
                                                      leaving Super Group he joined the Premier Foods MBO, which was
                                                      later sold to Brait S.A. He jointly founded DNI in 2006. He was
                                                      appointed as the Group CEO of Richmark Holdings in February
                                                      2013. Andrew sits on various Boards, notably Barloworld Transport
                                                      Solutions and National Airways Corporation.

Francoise Chan (48)        Non-Executive Director     Francoise is an Executive Director of Intercontinental Trust Ltd
Mauritian                                             (ITL). She joined the Global Business Sector in Mauritius in 1994
MSc DEA TEP                                           and has since been assisting multinationals, fund managers and high
                                                      net worth individuals in the structuring and administration of
                                                      companies, funds and trusts in Mauritius. Francoise is a member of
                                                      both the International Fiscal Association (IFA) and the Society of
                                                      Trust and Estate Practitioners (STEP) and serves as director on the
                                                      board of several Global Business companies.

Kesaven                    Non-Executive Director     Kesaven was until June 2016, a Senior Manager in the Capital
Moothoosamy (33)                                      Markets Advisory team of ITL. He is a board member of SEM listed
Mauritian                                             companies and a number of funds established in Mauritius.
FCCA, BSc

5.   INVESTMENT MANAGER

The company has appointed the investment manager, on an exclusive basis, to identify and recommend investment
opportunities that meet the criteria set out in the company’s investment strategy. Universal Partners’ investment strategy
will provide a guideline to the investment manager in selecting and recommending potential acquisitions and disposals.
Final decisions regarding acquisitions and disposals will be taken by the Investment Committee, acting under a delegated
mandate from the board, with due regard to the company’s investment strategy and objectives.

6.   SHARE CAPITAL

The share capital of the company immediately before the SA private placement and the JSE listing will be 450 100
ordinary no par value shares. Assuming that 80 000 000 shares are subscribed for in terms of the SA private placement,
the issued share capital of the company will be 80 450 100 ordinary no par value shares.

7.   PRE-LISTING STATEMENT AND INVESTOR PRESENTATION

A pre-listing statement in respect of the SA private placement and JSE listing is expected to be issued on or about
4 August 2016. In the interim, investors are invited to access the company’s investor roadshow presentation on the
company’s website at www.universalpartners.mu.


For further information, please contact Java Capital on:

Carl Esterhuysen                 Travis Green                   Tamsyn de Beer                Antonie van der Westhuizen
universal@javacapital.co.za      universal@javacapital.co.za    universal@javacapital.co.za   universal@javacapital.co.za
+27 (0) 11 722 3054              +27 (0) 11 722 3055            +27 (0) 11 722 3065           +27 (0) 11 722 3070


South African corporate advisor, joint bookrunner and JSE sponsor
Java Capital                                                               +27 11 722 3050

SEM authorised representative and sponsor
Perigeum Capital Ltd                                                       +230 402 0890

Company secretary
Intercontinental Trust Limited                                             +230 403 0800


25 July 2016

Date: 25/07/2016 01:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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