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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
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