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Dis-Chem Pharmacies Limited - Intention to Float Announcement

Release Date: 17/10/2016 07:50
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Intention to Float Announcement

DIS-CHEM PHARMACIES PROPRIETARY LIMITED
(TO BE RENAMED DIS-CHEM PHARMACIES LIMITED)

INTENTION TO FLOAT ANNOUNCEMENT
17 OCTOBER 2016

PRESS RELEASE

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR
ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including
in the United States, Canada, Japan or Australia.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares
pursuant to the proposed Offering will be made, and any investor should make his investment decision,
solely on the basis of the information that is contained in the Pre-listing Statement (the “Pre-listing
Statement”) to be published by Dis-Chem Pharmacies Proprietary Limited (shortly to be converted to a
public company and renamed Dis-Chem Pharmacies Limited) (the “Company” or “Dis-Chem”) in due
course in connection with the listing of its issued ordinary share capital on the main board of the securities
exchange operated by the JSE Limited (the “JSE”), subject to approval by the JSE (the “Listing”). Copies
of the Pre-listing Statement will, following publication, be available from the Company.

DIS-CHEM PHARMACIES ANNOUNCES ITS INTENTION TO FLOAT ON THE JSE MAIN BOARD

Johannesburg, 17 October 2016

Dis-Chem Pharmacies Proprietary Limited (shortly to be converted to a public company and renamed
Dis-Chem Pharmacies Limited) (the “Company” or “Dis-Chem”) has today announced its intention to list
its issued ordinary share capital on the main board of the securities exchange operated by the JSE
Limited (the “JSE”), subject to market conditions and the approval by the JSE (the “Listing”).

DIS-CHEM: SOUTH AFRICA’S LEADING “PHARMACY FIRST” RETAILER

Dis-Chem is a leading pharmacy group in South Africa. Dis-Chem has a “Pharmacy First” approach,
where its customers can always depend on there being a pharmacist to serve their pharmaceutical needs
whenever they enter a Dis-Chem store. In addition to pharmaceutical products and services, Dis-Chem’s
retail pharmacies also sell personal care and beauty, health care and nutrition and baby care products as
well as confectionery, dry grocery, household and other ancillary products.

Dis-Chem has more than doubled its store base since 2010 and tripled since 2008. It currently has 101
stores in South Africa and two partner stores in Namibia after adding 30 stores over the past three
financial years. Every Dis-Chem store has between one and three wellness clinics in store. Dis-Chem has
already agreed lease terms for 29 new stores since the financial year ended 29 February 2016,
comprising three stores which were opened during the six months ended 31 August 2016, a further eight
stores to be opened during the six months ending 28 February 2017 and at least 18 stores expected to
open during the financial year ending 28 February 2018.
Dis-Chem, through its wholly-owned subsidiary CJ Distribution, also has a wholesale business serving
third party pharmacy retailers and Dis-Chem’s own retail pharmacies. Over time, Dis-Chem expects to
expand CJ Distribution’s operations to serve both wholesalers and a wider range of retailers.

In the 2016 financial year, Dis-Chem generated revenue of R15.5 billion and EBITDA of R1.1 billion. The
Retail Business and CJ Distribution accounted for approximately 90% and 10%, respectively, of Dis-
Chem’s EBITDA excluding inter-group amounts. Revenue and EBITDA have grown with a three year
CAGR (FY14-16) of 20.8% and 21.6%, respectively. For the six months ended 31 August 2016, Dis-
Chem generated revenue of R8.7 billion and EBITDA of R0.6bn.

Dis-Chem’s existing shareholders comprise the Saltzman Family Trust, holding 66.9% of the Company’s
shares through Ivlyn Proprietary Limited, with other key management holding 23.4% and the remaining
9.7% held by a financial investor (together the “Existing Shareholders”).

Dis-Chem expects to be listed in the Food and Drug Retailers sector of the JSE.

Ivan Saltzman, Co-Founder and Chief Executive Officer of Dis-Chem said:

“Our decision to list on the JSE is an important next phase of Dis-Chem’s growth story. A listing will
support our growth and allow us to better service our customers and other stakeholders. It also facilitates
a partial exit whilst allowing existing shareholders and key management to remain materially invested
ensuring strong alignment between management, existing and new shareholders. Lynette and I will
continue to be financially and emotionally committed to the business and we will continue to lead Dis-
Chem as CEO and MD, respectively.”

Larry Nestadt, Chairman of Dis-Chem said:

“I am honoured to be chairing the Dis-Chem board at this exciting point in the Company’s history. With a
high-calibre management team and an experienced board, the Company is ready for the next step on its
growth path. Dis-Chem will bring to public equity investors the opportunity to invest in a winning retail
business model that is well positioned to benefit from strong fundamental sector and company growth
drivers.”

KEY STRENGTHS AND COMPETITIVE ADVANTAGES

    -   A winning “Pharmacy First” retail business model which helps to drive customer footfall and a
        wide product offering coupled with an ethos of excellent customer service make Dis-Chem an
        attractive preferred destination for customers.
    -   Management believes that its market leading position in the South African retail pharmacy market
        and its recognised brand and ability to build scalable retail stores around dispensaries makes it
        well-positioned to benefit from strong sector growth drivers.
    -   A sophisticated IT and warehouse infrastructure which will cater for medium term growth in both
        retail and wholesale businesses.
    -   Proven financial metrics and track record. Management believes that its ability to leverage its
        pharmacy footfall to cross-sell its front shop results in superior trading densities. Dis-Chem’s like-
        for-like growth has been consistently higher than direct competitors over the last three years
        when measured on the same basis and is expected to further benefit from its maturing stores,
        which comprise approximately one third of its store base.
    -   Highly experienced founder-led management team with proven ability to deliver consistent quality
        growth and supported by a strong base of well trained professional regional store and category
        managers.

GROWTH STRATEGY

Dis-Chem’s vision is to be South Africa’s leading retail pharmacy. Dis-Chem aims to continue growing its
market share across its product offering by focusing on the customer and building on
Dis-Chem’s brand positioning. Furthermore, Dis-Chem expects to maintain its category leadership by
remaining responsive to changing consumer preferences and trends, such as food and sport
supplements and beauty including colour cosmetics and treatments.

The Company intends to achieve this through four pillars of growth:
   - Double its store footprint in the next five to eight years by pursuing store roll-out opportunities and
      converting independent pharmacies to the Dis-Chem brand. The Company’s strategy remains to
      identify attractive locations for new pharmacies as well as convert independent pharmacies in
      attractive script markets.
   - Continue to seek innovative ways to increase its brand footprint through secondary retail
      opportunities.
   - Improve operating margins by leveraging the investment made over the last two years in its
      supply chain infrastructure and its head office cost base.
   - Expand CJ Distribution in the medium term by seeking opportunities to capture the supply chain
      of independent pharmacies and to gain scale, and to expand into the distribution business,
      whereby it would serve both wholesalers and retailers.

THE OFFERING AND LISTING

The Listing will provide a structured and orderly opportunity for the existing founder and management
shareholders to dispose of a portion of their investment in the Company while still remaining materially
invested. It will also enhance the public profile and general awareness of the Company and enable Dis-
Chem to access capital markets, if required.

The proposed offering is expected to comprise an offer for subscription by the Company of new ordinary
shares (the “Offering”). Net proceeds received from the Offering shall be used for i) the repurchase of
shares from the Existing Shareholders; ii) the repayment of existing indebtedness; and iii) general
corporate purposes.

The Company and management will agree to lock-up arrangements of 180 days and 365 days,
respectively, following Listing. Such lock-up arrangements are subject to certain exceptions and may be
waived with the consent of the Joint Global Coordinators.

The Offering will consist of private placements in certain jurisdictions outside the United States in
accordance with applicable securities laws and in reliance on Regulation S under the Securities Act and
an offering within the United States to “qualified institutional buyers” as defined in Rule 144A under the
Securities Act, and in reliance upon, an exemption from the registration requirements of the Securities
Act.

In South Africa, the Offering will only be made to, and be capable of acceptance by, (i) selected
institutional investors who fall within one of the specified categories listed in section 96(1)(a) of the South
African Companies Act, 2008 (the “South African Companies Act”) or (ii) selected persons, acting as
principal, acquiring offering shares for a total acquisition cost of R1,000,000 or more, as contemplated in
section 96(1)(b) of the South African Companies Act and in each case to whom the Offering is specifically
addressed. Accordingly: (i) the Offering will not be an offer to the public as contemplated in the South
African Companies Act; and (ii) no prospectus has been, or will be, filed with the South African
Companies and Intellectual Property Commission in respect of the Offering.
Goldman Sachs International (“Goldman Sachs”), Investec Bank Limited (“Investec”) and The Standard
Bank of South Africa Limited (“Standard Bank”) have been appointed as Joint Global Coordinators and
Joint Bookrunners in relation to the Offering. Merrill Lynch International (“BofA Merrill Lynch”) has been
appointed as Joint Bookrunner in relation to the Offering. Investec and Standard Bank have been
appointed to act as Joint Transaction Sponsors.

A pre-listing statement including full details of the Offering will be made available in due course.

Johannesburg
17 October 2016


Joint transaction sponsors
Standard Bank
Investec


Enquiries:
Aprio
Julian Gwillim
+27 (0)82 452 4389


Goldman Sachs
Jonathan Penkin
Willem Baars
+44 (0)20 7774 1000


Investec
Carlyle Whittaker
+27 (0)11 286 9994
Penny Latter
+27 (0)11 286 7329


Standard Bank
Richard Stout
+27 (0)11 344 5725
Natalie Di-Sante
+27 (0)11 721 6125


BofA Merrill Lynch
Eugene Govender
+27 (0)11 305 5814



www.dischem.co.za
BOARD OF DIRECTORS

Laurence (Larry) Michael Nestadt – Chairman / Independent Non-Executive Director
Larry Nestadt has a long and successful corporate career, both in South Africa and internationally. He is a
co-founder and former Executive Director of Investec Bank. In addition, Larry was instrumental in the
creation and strategic development of a number of listed companies such as Capital Alliance Holdings,
Super Group, HCI, SIB, CorpGro, Reckon and Global Capital, in addition to having served as past
chairman on the boards of these companies. Larry sat on the boards of Softline, JCI and Abacus
Technologies. Larry has acted as Chairman on a number of non-listed company boards both
internationally and locally including Stenham (UK) and Prefsure Life (AUS). He is the current Chairman of
Global Capital, Blue Label Telecoms, Universal Partners, National Airways, the Morecorp Group, Melrose
Motor Investments and SellDirect Marketing. Larry is a life member of the World Presidents Organisation,
Lloyds of London (since 1983) and is an Honorary Colonel in the South African Airforce.

Ivan Leon Saltzman – Chief Executive Officer / Executive Director
Ivan Saltzman is the Co-Founder of the Dis-Chem business and Chief Executive Officer of the Company.
He has 41 years of experience in the pharmaceutical sector in South Africa and has spent 36 of them at
Dis-Chem. He is a qualified pharmacist with a Diploma in Pharmacy.

Lynette Frances Saltzman – Managing Director / Executive Director
Lynette Saltzman is the Co-Founder of the Dis-Chem business and a Managing Director of the Company.
She is also the Founder and Director of the Dis-Chem Foundation. She has 41 years of experience in the
pharmaceutical sector in South Africa and has spent 36 of them at Dis-Chem. She is a qualified
pharmacist with a Diploma in Pharmacy.

Rui Manuel Morais – Chief Financial Officer / Executive Director
Rui Morais is the Chief Financial Officer of the Company. He has 10 years of experience in the retail
pharmaceutical sector in South Africa and has been at Dis-Chem for six years. Prior to becoming Chief
Financial Officer, he served as group financial executive for 18 months. Prior to joining Dis-Chem he had
senior managerial roles in the retail sector audit team at EY, with Dis-Chem included in his portfolio. He is
a Chartered Accountant in South Africa and has a Bachelor of Accounting degree from the University of
Johannesburg.

Saul Eytan Saltzman – Group Executive / Alternate Executive Director to Lynette Saltzman
Saul Saltzman is the Group Executive and an Alternate Executive Director to Lynette Saltzman of the
Company. He has 16 years of experience in the pharmaceutical sector, all of which have been at Dis-
Chem. Prior to becoming Group Executive, he served in various executive administration roles. He has a
Bachelor of Commerce degree and a Post-Graduate Diploma in Business Administration from the
University of Witwatersrand.

Mark Bowman – Independent Non-Executive Director
Mark Bowman has over 23 years of experience in the South African corporate sector. He joined
SABMiller’s beer division in 1993 and was appointed Managing Director of SABMiller Africa in 2007.
Mark’s work led to the consolidation of SABMiller’s South Africa beverage business and Africa division
into one region for management purposes, and as a result he was appointed Managing Director of the
enlarged SABMiller Africa region on 1 July 2014. He is also a Non-Executive Director of Tiger Brands and
he holds directorship roles with numerous subsidiary African breweries. Mark has a Bachelor of
Commerce degree from the University of Witwatersrand and a Masters of Business Administration from
the University of Cape Town.
Dr Anuschka Coovadia – Independent Non-Executive Director
Dr Anuschka Coovadia is the Head of Healthcare for Africa at KPMG International, a Director on a
healthcare investment development fund, Ayurveda Investments, and executive member of community
business and social forums and a member of a Global Task Team on Universal Health Coverage, which
advises governments and ministries of health in emerging economies on the design, financing and
implementation of National Health Insurance schemes. She has more than 15 years of experience in the
health and research industry, working with governments, donor funders, payers, providers and private
sector organisations across Africa. Previously, Anuschka served as the African lead for Novartis
(Coartem), Head of Clinical Advisory Services GEMS, a Product Development Specialist in Momentum
Health in the Health Actuarial Department and in the managed care division in the Metropolitan Group’s
Durban office. She has a Bachelor of Medicine and Surgery degree and a Masters in Economics (Health)
from the University of Kwa-Zulu-Natal, having also completed various management and actuarial
courses.

Joe Mthimunye – Independent Non-Executive Director
Joe Mthimunye is one of the founding partners of Gobodo, the accounting and auditing practice that
merged with SizweNtsaluba to form SizweNtsalubaGobodo. Joe established the corporate finance and
advisory services as a division within Gobodo in 1997. He subsequently led a management buy-out
(MBO) of the corporate finance division which was rebranded as aloeCap in 2001. As the leader of the
aloeCap team he has been involved in a number of mergers and acquisitions, restructuring, capital
raising, debt issuance and IPO mandates. As the Executive Chairman of aloeCap, he led the team that
established aloeCap Private Equity. Joe was a Non-Executive Director at Invicta Holdings and currently
serves as an Independent Non-Executive Director and the Chairman of the Audit Committee of Blue
Label Telecoms. He sits on a number of private company boards (Non–Executive) in which aloeCap is an
investor. Joe is a Chartered Accountant in South Africa and holds a BCompt Hons/CTA from UNISA.
DISCLAIMER:
The contents of this announcement have been prepared by and are the sole responsibility of Dis-Chem.


The information contained in this announcement is for background purposes only and does not purport to
be full or complete. No reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness.


This announcement is not for publication or distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United States and the District of Columbia),
Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.


This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe
for securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The securities referred to herein (the “Shares”)
may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”) or offered in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. The offer and sale of the Shares has not been, and will not
be, registered under the Securities Act or under the applicable securities laws of Australia, Canada or
Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in
Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of securities in the United States, Canada,
Australia and Japan.


This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for Shares in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South
African Companies Act and will not be distributed to any person in South Africa in any manner that could
be construed as an offer to the public in terms of the South African Companies Act. In South Africa this
announcement is directed only at (i) persons falling within the exemptions set out in section 96(1)(a) or (ii)
persons who subscribe, as principal, for shares at a minimum aggregate subscription price of R1 000
000, as envisaged in section 96(1)(b), of the Act (all such persons in (i) and (ii) being referred to as
“relevant persons”). Any investment activity to which this announcement relates will only be available to,
and will only be engaged with, relevant persons. Any person who is not a relevant person should not act
on this announcement or any of its contents. This announcement does not, nor does it intend to,
constitute a “registered prospectus”, as contemplated by the South African Companies Act.


The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide or
proposal that any particular transaction in respect of the Shares or in relation to the business or future
investments of the Company is appropriate to the particular investment objectives, financial situations or
needs of a prospective investor, and nothing in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial services in South Africa.


In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this
announcement and any offer if made subsequently is directed only 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 the
2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending
Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively
at Qualified Investors (i) who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged
in with such persons and it should not be relied on by anyone other than such persons.


Copies of this announcement are not being made and may not be distributed or sent into the United
States, Canada, Australia or Japan.


This announcement may include statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”,
“intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking statements
reflect the Company’s current view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the Company’s business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements
speak only as of the date they are made.


Each of the Company, Goldman Sachs, Investec, Standard Bank and BofA Merrill Lynch and their
respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any
forward looking statement contained in this announcement whether as a result of new information, future
developments or otherwise.


Any purchase of Shares in the proposed Offering should be made solely on the basis of the information
contained in the Pre-listing Statement to be issued by the Company in connection with the Offering. The
information in this announcement is subject to change. Before subscribing for or purchasing any Shares,
persons viewing this announcement should ensure that they fully understand and accept the risks which
will be set out in the Pre-listing Statement when published. No reliance may be placed for any purpose on
the information contained in this announcement or its accuracy or completeness. This announcement
does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection with, any contract therefor.


The date of the Listing may be influenced by things such as market conditions. There is no guarantee that
Listing will occur and you should not base your financial decisions on the Company’s intentions in relation
to Listing at this stage. Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons considering making such
investments should consult an authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning the Offering. The value of shares can
decrease as well as increase. Potential investors should consult a professional advisor as to the suitability
of the Offering for the person concerned.


None of Goldman Sachs, Investec, Standard Bank and BofA Merrill Lynch or any of their respective
directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or
makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith.


Each of Goldman Sachs, Investec, Standard Bank and BofA Merrill Lynch is acting exclusively for Dis-
Chem and no-one else in connection with the Offering. They will not regard any other person as their
respective clients in relation to the Offering and will not be responsible to anyone other than Dis-Chem for
providing the protections afforded to their respective clients, nor for providing advice in relation to the
Offer, the contents of this announcement or any transaction, arrangement or other matter referred to
herein. Goldman Sachs is authorized by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.


In connection with the Offering, each of Goldman Sachs, Investec, Standard Bank and BofA Merrill Lynch
and any of their respective affiliates, may take up a portion of the Shares as a principal position and in
that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such
Shares and other securities of Dis-Chem or related investments in connection with the Offering or
otherwise. Accordingly, references in the preliminary listing statement, once published, to the Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any
issue or offer to, or subscription, acquisition, placing or dealing by any of Goldman Sachs, Investec,
Standard Bank and BofA Merrill Lynch and any of their respective affiliates acting in such capacity. In
addition, Goldman Sachs, Investec, Standard Bank and BofA Merrill Lynch may enter into financing
arrangements and swaps in connection with which they or their affiliates may from time to time acquire,
hold or dispose of Shares. None of Goldman Sachs, Investec, Standard Bank and BofA Merrill Lynch nor
any of their respective affiliates intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the Offering, Standard Bank, as stabilisation manager, or any of its agents, may (but
will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other
transactions with a view to supporting the market price of the Shares at a higher level than that which
might otherwise prevail in the open market. Standard Bank is not required to enter into such transactions
and such transactions may be effected on any stock market, over-the-counter market, stock exchange or
otherwise and may be undertaken at any time during the period commencing on the date of the
commencement of conditional dealings of the Shares on the JSE main board and ending no later than 30
calendar days thereafter. However, there will be no obligation on Standard Bank or any of its agents to
effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken.
Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no
event will measures be taken to stabilise the market price of the Shares above the offer price. Save as
required by law or regulation, neither Standard Bank nor any of its agents intends to disclose the extent of
any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.


In connection with the Offering, Standard Bank as stabilisation manager, may, for stabilisation purposes,
over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offering. For
the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from
sales of Shares effected by it during the stabilisation period, Standard Bank will enter into over-allotment
arrangements pursuant to which Standard Bank may purchase or procure purchasers for additional
Shares up to a maximum of 15% of the total number of Shares comprised in the Offering (the “Over
Allotment Shares”) at the offer price. The over-allotment arrangements will be exercisable in whole or in
part, upon notice by Standard Bank, at any time on or before the 30th calendar day after the
commencement of conditional trading of the Shares on the JSE main board. Any Over-allotment Shares
made available pursuant to the over-allotment arrangements, including for all dividends and other
distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions
as the Shares being issued or sold in the Offering and will form a single class for all purposes with the
other Shares.


Unless otherwise indicated, market, industry, market share and competitive position data are estimates
(and accordingly, approximate) and should be treated with caution. Such information has not been
audited or independently verified, nor has the Company ascertained the underlying economic
assumptions relied upon therein.

Date: 17/10/2016 07:50:00 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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