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Dis-Chem Pharmacies Limited - Abridged Pre-Listing Statement

Release Date: 28/10/2016 07:56
Code(s): DCP     PDF:  
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Abridged Pre-Listing Statement

Dis-Chem Pharmacies Limited
(Previously Dis-Chem Pharmacies Proprietary Limited)
(Incorporated in the Republic South Africa)
(Registration number 2005/009766/06)
Incorporated on 18 March 2005 in South Africa
JSE share code: DCP
ISIN: ZAE000227831
(“Dis-Chem” or the “Company”)

ABRIDGED PRE-LISTING STATEMENT

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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

This abridged pre-listing statement relates to the listing of Dis-Chem in the “Food and Drug Retailers”
sector of the main board of the JSE Limited (“JSE”) with effect from the commencement of business
on Friday, 18 November 2016 (the “Listing”) and the offer for subscription by way of private
placement to certain selected Qualifying Investors (as defined below) of up to 238,405,268 ordinary
no par value shares in the Company (the “Offer”). Capitalised terms not defined herein have the
same meaning given to them in the full pre-listing statement issued by Dis-Chem on Friday, 28
October 2016 (the “Pre-listing Statement”).

This abridged Pre-listing Statement does not constitute an offer for the sale of or subscription for, or
the solicitation of an offer to buy or subscribe for shares in the Company, but is issued in compliance
with the Listings Requirements of the JSE (the “Listings Requirements) for the purpose of providing
information with regards to Dis-Chem. Any offer to acquire shares pursuant to the proposed Offer 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.

This abridged Pre-listing Statement highlights selected information from the Pre-listing Statement. It is
not complete and does not contain all of the information that a person should consider before
investing in the ordinary shares of Dis-Chem (the “Shares”). Investors should read the Pre-listing
Statement carefully in its entirety, including the “Risk Factors” section, the financial statements
provided and the notes to those financial statements.


The salient terms of the Offer are as follows:

Offer price range per Share:               R16.25 to R20.25
Number of Shares to be offered:            up to 238,405,268
Percentage of issued share capital:        27.5% (after issue of Ordinary Shares in connection with the
                                           acquisition of non-controlling interests in certain of
                                           Dis-Chem’s partner stores)

The Offer will comprise an offer for subscription by the Company of new Shares. Net proceeds
received from the Offer will be used for i) the repurchase of Shares from the existing shareholders
(the “Repurchase”); ii) the repayment of existing indebtedness; and iii) general corporate purposes.

The Offer consists of:

   - an offering to (i) selected institutional investors in South Africa who fall within one of the
       specified categories listed in section 96(1)(a) of the South African Companies Act or (ii)
       selected persons, each acting as principal, acquiring Offer 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, in each case, to whom the Offer will be specifically addressed and will only be capable of
       acceptance by such addressees;
   -   an offering outside South Africa and the United States to selected institutional investors in
       reliance on Regulation S; and                                                
    -   an offering in the United States to persons who are reasonably believed to be “qualified
        institutional buyers” or “QIBs” (as defined in Rule 144A) in reliance on Rule 144A or pursuant
        to another exemption from, or in transactions not subject to, the registration requirements of
        the US Securities Act,

(collectively, the “Qualifying Investors”).

The Offer is not an invitation to the general public to subscribe for or purchase the Offer Shares in any
jurisdiction.

There is no minimum capital requirement to be realised by the Offer. The minimum subscription that
must be realised by the Company is that which enables it to ensure that the Company has, once the
Offer and Repurchase are completed, such number and composition of shareholders as will enable it
to meet the minimum liquidity free float requirements, as prescribed by the Listings Requirements and
acceptable to the JSE.

The Company has agreed to a lock-up arrangement of 180 days from the date of Listing. In addition,
the Repurchase Shareholders (save for Business Venture Investments No. 1651 Proprietary Limited
(RF), which will dispose of all of its Shares pursuant to the Share Repurchase) and the Executive
Directors and certain members of Senior Management (some of whom hold their Shares through a
Repurchase Shareholder) have agreed to a lock-up arrangements of 365 days from the date of
Listing. Such lock-up arrangements are subject to certain exceptions and may be waived with the
consent of the Joint Global Coordinators.

In connection with the Offer, Ivlyn Proprietary Limited (the “Major Shareholder”) has granted to
Standard Bank, as stabilisation manager (the “Stabilisation Manager”), on behalf of each of the Joint
Bookrunners named herein, an option (the “Put Option”), pursuant to which the Stabilisation Manager
may require the Major Shareholder to purchase up to approximately 13% of the total number of Offer
Shares held by the Stabilisation Manager as a result of stabilisation transactions.


1. LISTING

    The JSE has granted Dis-Chem a listing of up to 866,545,598 ordinary shares in the “Food and
    Drug Retailers” sector of the main board of the JSE under the abbreviated name “Dis-Chem”
    under share code: DCP and ISIN: ZAE000227831, from the commencement of trading on Friday,
    18 November 2016, subject to Dis-Chem having satisfied the Listings Requirements regarding the
    minimum liquidity free float requirements.


2. OVERVIEW OF DIS-CHEM

    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 it since 2008. Dis-Chem
    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 financial year ended 29 February 2016, 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, 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.


3. RATIONALE FOR LISTING

   The board of directors of Dis-Chem believe that the Listing is an important part of the next phase
   in Dis-Chem’s growth and evolution and that the Offer and the Listing will:

   -   enhance Dis-Chem’s profile with investors, business partners and customers;
   -   position Dis-Chem to further pursue its strategic growth plans;
   -   enable access to capital markets if necessary for future growth;
   -   assist the Company in recruiting, retaining and incentivising members of Senior Management
       and employees;
   -   diversify the Company’s shareholder base; and
   -   create a liquid market for the Shares going forward.


4. KEY STRENGTHS AND COMPETITIVE ADVANTAGES

   Dis-Chem believes that the following key strengths and competitive advantages contribute to its
   success and distinguish it from its competitors:

       -   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.
       -   A 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.
                                                                                                   
5. 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.

6. SALIENT FINANCIAL INFORMATION

    Dis-Chem’ key financial indicators for the years ended 29 February 2016, 28 February 2015 and
    28 February 2014, as well as the six months ended 31 August 2016 and 2015 are set out below:


                                 Restated        Restated
                                Year ended      Year ended         Year ended       Six months ended
                                28 February     28 February        29 February          31 August

                                    2014            2015           2016         2015              2016
                                                    R’000 (unless otherwise noted)

Turnover                          10,320,999       12,910,594        15,061,293    7,219,289    8,478,300
Operating profit                     610,889          676,448           906,678      490,938      536,297
Profit before taxation               609,490          657,443           817,871      459,336      414,988
Profit for the year                  427,394          469,891           575,755      323,483      297,873
Profit attributable to:
- Equity holders of the
parent                               408,593          433,654          512,775       298,463      269,603
- Non-controlling interests           18,801           36,237           62,980        25,020       28,270

7. DIRECTORS

    The names, ages, position and business addresses of the Directors of Dis-Chem are set out in
    the table below:

Name, and age                          Position                             Business address
Laurence (Larry) Michael Nestadt       Chairman / Independent Non-          23 Stag Road
(65)                                   Executive Director                   Midrand
                                                                            1682
Ivan Leon Saltzman (66)                Chief Executive Officer /            23 Stag Road
                                       Executive Director                   Midrand
                                                                            1682
Lynette Frances Saltzman (64)          Managing Director / Executive        23 Stag Road
                                       Director                             Midrand
                                                                           1682
Rui Manuel Morais (32)               Chief Financial Officer /             23 Stag Road
                                     Executive Director                    Midrand
                                                                           1682
Saul Eytan Saltzman (36)             Category Executive / Alternate        23 Stag Road
                                     Executive Director (to Lynette        Midrand
                                     Saltzman)                             1682
Mark Bowman (50)                     Independent Non-Executive             23 Stag Road
                                     Director                              Midrand
                                                                           1682
Anuschka Coovadia (40)               Independent Non-Executive             23 Stag Road
                                     Director                              Midrand
                                                                           1682
Joe Mthimunye (51)                   Independent Non-Executive             23 Stag Road
                                     Director                              Midrand
                                                                           1682


8. IMPORTANT DATES AND TIMES

   The salient dates and times in relation to the Listing are set out below:

                                                                                                 2016
Publication of the Pre-listing Statement                                            Friday, 28 October
Release of the abridged Pre-listing Statement on SENS                               Friday, 28 October
Publication of the abridged Pre-listing Statement in the press                     Monday, 31 October
Opening date of the Offer:                                                 09:00 on Friday, 28 October
Expected last date for indications of interest for purposes of the                12:00 on Monday, 14
bookbuild:                                                                                  November
Publication date of the final Offer Price and final number of Offer
Shares on SENS:                                                                  Tuesday, 15 November
Successful applicants advised of allocations:                                  Wednesday, 16 November
Expected Listing Date:                                                              09:00 on Friday, 18
                                                                                             November


   All references to dates and times are to local dates and times in South Africa. These dates and
   times are subject to amendment. Any such amendment will be released on SENS and published
   in the press.


9. COPIES OF THE PRE-LISTING STATEMENT

   The Pre-listing Statement is only available in English and copies may be attained (by Qualifying
   Investors invited to participate in the Offer) during normal business hours from 08:30 to 17:00
   from 28 October 2016 until 18 November 2016 from Dis-Chem, Investec Bank Limited (“Investec”)
   and The Standard Bank of South Africa Limited (“Standard Bank”) at the following addresses:

   Dis-Chem:                   23 Stag Road, Midrand, 1682
   Investec:                   2nd Floor, 100 Grayston Drive, Sandown, Sandton, Gauteng, 2196
   Standard Bank:              3rd Floor, East Wing, 30 Baker Street, Rosebank, Gauteng 2196

   The   Pre-listing Statement may also be obtained on Dis-Chem’s website (www.dischemgroup.com).

28 October 2016
Johannesburg
                                                                                                     
                      Joint Global Co-ordinators and Joint Bookrunners
Goldman Sachs International        Investec Bank Limited         The Standard Bank of South
                                                                        Africa Limited

                                             Joint Bookrunners
                                            BofA Merrill Lynch

                                   Joint Transaction Sponsors
              Investec Bank Limited and The Standard Bank of South Africa Limited

                             South African Legal Advisors to the Company
                            Bowman Gilfillan Inc. and Saltzman Attorneys

                             US and English Legal Advisors to the Company
                                Freshfields Bruckhaus Deringer LLP

                US, English and South African Legal Advisors to the Joint Bookrunners
                                        Allen & Overy LLP

                            Independent Auditors and Reporting Accountants
                                         Ernst & Young Inc.

                    Communications and Investor Relations Advisor to the Company
                                      Aprio South Africa cc



DISCLAIMER:

The contents of this abridged Pre-listing Statement have been prepared by and are the sole
responsibility of Dis-Chem.

The information contained in this abridged Pre-listing Statement 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 abridged Pre-listing Statement or its accuracy, fairness or
completeness.

This abridged Pre-listing Statement 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 abridged Pre-listing
Statement 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 abridged Pre-listing Statement 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
to any person in any other jurisdiction to whom it is unlawful to make such offer or solicitation in such
jurisdiction. 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.




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This abridged Pre-listing Statement 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 abridged Pre-listing Statement 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 abridged Pre-listing Statement 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 abridged Pre-listing
Statement or any of its contents. This abridged Pre-listing Statement does not, nor does it intend to,
constitute a “registered prospectus”, as contemplated by the South African Companies Act.

The information contained in this abridged Pre-listing Statement 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
abridged Pre-listing Statement 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
abridged Pre-listing Statement 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
abridged Pre-listing Statement 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 abridged Pre-listing Statement are not being made and may not be distributed or sent
into the United States, Canada, Australia or Japan.

This abridged Pre-listing Statement 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 International, Investec Bank Limited, the Standard Bank of
South Africa (“Standard Bank”) and Merrill Lynch International (together, the “Banks”) and their
respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any
forward looking statement contained in this abridged Pre-listing Statement 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



                                                                                                          7
Offering. The information in this abridged Pre-listing Statement is subject to change. Before
subscribing for or purchasing any Shares, persons viewing this abridged Pre-listing Statement 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 abridged Pre-listing Statement or its accuracy or completeness. This abridged Pre-listing
Statement 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 abridged Pre-listing Statement
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 abridged Pre-listing Statement 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 the Banks 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 abridged Pre-listing
Statement (or whether any information has been omitted from the abridged Pre-listing Statement) 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 abridged Pre-listing Statement or its contents or otherwise
arising in connection therewith.

Each of the Banks 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 abridged Pre-
listing Statement 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 the Banks 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 the Banks and any of their respective affiliates
acting in such capacity. In addition, the Banks 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 the Banks 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 (the “Stabilisation
Manager”), or any of its agents, may (but will be under no obligation to), to the extent permitted by
applicable law, effect 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. The Stabilisation Manager 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 The Stabilisation Manager 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



                                                                                                         8
to stabilise the market price of the Shares above the offer price. Save as required by law or
regulation, neither The Stabilisation Manager nor any of its agents intends to disclose the extent of
any stabilisation transactions conducted in relation to the Offering.

In connection with the Offering, Ivlyn Proprietary Limited (the “Major Shareholder”) has granted the
Stabilisation Manager, on behalf of each of the Banks, the Put Option which is exercisable in whole or
in part, upon notice by the Stabilisation Manager, on or before the end of the stabilisation period.
Pursuant to the Put Option, the Stabilisation Manager may require the Major Shareholder to purchase
up to 35,760,790 Shares held by the Stabilisation Manager as a result of stabilisation transactions at
the Offer Price, comprising up to 15% of the total number of Offer 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.




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Date: 28/10/2016 07:56:00 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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