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Abridged Pre-Listing Statement
UNIVERSAL PARTNERS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number 138035 C1/GBL)
SEM share code: UPL.N0000
JSE share code: UPL ISIN: MU0526N00007
(“Universal Partners” or “the company”)
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement relates to:
- an offer to invited investors to subscribe for up to approximately 80 000 000 ordinary shares of no par value shares at an issue
price equivalent to GBP1.00 per share, payable in Rand and determined at the prevailing GBP:ZAR exchange rate on Friday,
5 August 2016 (the “SA private placement”); and
- the subsequent listing of all the issued shares of the company by way of a secondary listing on the Alternative Exchange
(“AltX”) of the JSE Limted (the “listing on the JSE”).
This abridged pre-listing statement is not an invitation to the public to subscribe for shares in the company, but is issued in
compliance with the JSE Listings Requirements and the Listing Rules of the Stock Exchange of Mauritius Ltd (“SEM”) for the
purposes of giving information to the public in relation to Universal Partners and to invited investors in relation to the SA private
placement.
This announcement contains the salient information in respect of Universal Partners, which is more fully described in the pre-listing
statement issued to invited investors on Thursday, 4 August 2016 (the “pre-listing statement”). For a full appreciation of Universal
Partners, the SA private placement and the listing on the JSE, the pre-listing statement should be read in its entirety.
1. INTRODUCTION
On Friday, 22 July 2016 Universal Partners issued Listing Particulars in accordance with the Listing Rules of the SEM, relating to:
- the placing on the Mauritian share register of 450 000 Universal Partners shares at GBP1.00 per share; and
- the listing of Universal Partners’s shares on the Official List of the SEM.
All of the issued shares of Universal Partners, comprising Universal Partners ordinary shares, will be listed on the SEM on Monday,
8 August 2016 under SEM share code: “UPL.N0000”, which will constitute its primary listing.
The JSE has granted Universal Partners a secondary listing of all of the company’s issued shares on the Alternative Exchange
(“AltX”) of the JSE under the abbreviated name: “UPartners”, JSE share code: “UPL” and ISIN: “MU0526N00007” with effect from
the commencement of trade on Thursday, 11 August 2016. This will be a foreign inward listing and will constitute the company’s
secondary listing.
2. BACKGROUND
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”).
3. 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.
4. 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.
5. DIRECTORS
The names, ages, nationalities, qualifications, experience and roles of the directors of Universal Partners are set out below:
Name, age and nationality Role Qualification Business adress
Pierre Joubert (50) Chief Executive Officer B.Comm, CA (SA) Capital Hill, 5th Floor
South African 6 Benmore Road
Benmore
South Africa
David Vinokur (37) Chief Financial Officer B.Comm, B.Acc CA(SA) 21 West Street
South African Houghton
Johannesburg
2198
South Africa
Andrew Birrell (46) Executive director Bachelor of Business Science Quayside House
British and South African (Actuarial) 6 Hope Street
FFA, FASSA, CERA Castletown
Isle of Man
IM9 1AS
Larry Nestadt (65) Non-Executive Chairman and 21 West Street
South African member of the Investment Houghton
Committee Johannesburg
2198
South Africa
Name, age and nationality Role Qualification Business adress
Marc Ooms (64) Independent Non-Executive BSc (Business Administration) Pauwstraat 17 Vilvoorde
Belgian Director and member of the Belgium
Investment Committee
Neil Page (61) Independent Non-Executive B Comm, CAIB (SA), Dip 8 Melville Road
South African director and member of the SAIM Illovo
Investment Committee 2196
South Africa
Peter Gain (41) Independent Non-Executive B. Bus Sc. (Hons) 22 Ilchester Place, London,
British and South African director and member of the W148AA, United Kingdom
Investment Committee
Andrew Dunn (45) Non-Executive director and B.Comm Capital Hill, 5th Floor
South African member of the Investment 6 Benmore Road
Committee Benmore
South Africa
Francoise Chan (48) Non-Executive Director MSc DEA TEP Level 3, Alexander House,
Mauritian 35 Cybercity, Ebene 72201,
MSc DEA TEP Mauritius
Kesaven Moothoosamy (33) Non-Executive Director FCCA, BSc Level 3, Alexander House,
Mauritian 35 Cybercity, Ebene 72201,
FCCA, BSc Mauritius
6. 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.
7. 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.
8. DETAILS OF THE SA PRIVATE PLACEMENT
The SA private placement comprises an offer to invited investors to subscribe for up to approximately 80 000 000 Universal Partners
shares at an issue price equivalent to GBP1.00 per share, payable in Rand and determined at the prevailing GBP:ZAR exchange rate
on Friday, 5 August 2016.
Universal Partners has to date received an aggregate capital commitment of approximately GBP 60 million from a number of
cornerstone investors, comprising (i) 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, (ii) 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 (iii) Credo Wealth.
There is no minimum amount, in the opinion of the directors, which is required to be raised in terms of the SA private placement.
However, the listing on the JSE is subject to the JSE being satisfied that a sufficient number of shares will be available on the
SA share register, subject to JSE’ spread requirement.
Universal Partners has the right to increase the number of shares being offered in terms of the private placement, subject to demand.
9. SALIENT DATES AND TIMES
The table below sets out the important dates and times in respect of the SA private placement and the listing on the JSE.
2016
Abridged pre-listing statement published on SENS Thursday, 4 August
Opening date of the SA private placement 09:00 SA time Thursday, 4 August
Abridged pre-listing statement published in the press Friday, 5 August
Closing date of the SA private placement 12:00 SA time Friday, 5 August
Results of private placement released on SENS Friday, 5 August
Notification of allotments from Friday, 5 August
Listing of all of the company’s issued shares (including the private placement shares) on the JSE
from the commencement of trade Thursday, 11 August
Accounts at CSDP or broker updated and debited in respect of dematerialised shareholders that
subscribed for shares in terms of the SA private placement Thursday, 11 August
Notes:
1. The above dates and times are South African dates and times and are subject to amendment. Any such amendment will be
released on SENS.
2. Invited investors may only receive shares in dematerialised form and must advise their CSDP or broker of their acceptance of
shares pursuant to the SA private placement in the manner and cut-off time stipulated by their CSDP or broker.
3. CSDPs effect payment on a delivery-versus-payment basis.
10. PRE-LISTING STATEMENT AND INVESTOR PRESENTATION
The pre-listing statement is available in English only. Copies may be obtained during normal office hours from Thursday,
4 August 2016 up to and including Thursday, 11 August 2016 from Java Capital Trustees and Sponsors Proprietary Limited at
6A Sandown Valley Crescent, Sandton, 2196, South Africa.
Investors may access the pre-listing statement and an investor roadshow presentation on the company’s website:
www.universalpartners.mu.
For further information relating to the SA private placement, 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, bookrunner and JSE sponsor
Java Capital +27 11 722 3050
SEM Authorised Representative and sponsor
Perigeum Capital Limited +230 402 0890
Company secretary
Intercontinental Trust Limited +230 403 0800
4 August 2016
Date: 04/08/2016 10:52:00 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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