Wrap Text
Pricing announcement
Dis-Chem Pharmacies Limited
(Previously Dis-Chem Pharmacies Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2005/009766/06)
JSE share code: DCP
ISIN: ZAE000227831
(“Dis-Chem” or the “Company”)
PRICING ANNOUNCEMENT
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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 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.
Unless otherwise indicated, defined terms used in this announcement are as set out in the pre-listing
statement of Dis-Chem, dated 28 October 2016 (“Pre-listing Statement”).
1. Results of the Offer
With reference to the Pre-listing Statement and the announcements released on SENS on 14
October 2016 and 28 October 2016 regarding the offer of ordinary no par value shares in the
Company (the “Dis-Chem Shares”), subject to certain conditions (the “Offer”), the bookbuild in
relation to the Offer closed at 12:00 (South African standard time) on Monday, 14 November 2016.
The Company has successfully raised an aggregate amount of R4,381.7 million through the
placement of 236.8 million Dis-Chem Shares at R18.50 per share. The net proceeds received from
the Offer will be used for i) the repurchase of Dis-Chem Shares from the existing shareholders (the
“Repurchase”); ii) the repayment by the Company of existing indebtedness; and iii) general corporate
purposes. After the Repurchase and the issue of Dis-Chem Shares in connection with the acquisition
of non-controlling interests, the total shares in issue will be 860.1 million. The Dis-Chem Shares
placed on listing represent 27.5% of Dis-Chem’s issued share capital.
The Settlement Date for the Offer will be Friday, 18 November 2016 on which date the Dis-Chem
Shares will be listed on the main board of the JSE with effect from the commencement of trading
under the “Food and Drug Retailers” sector under the abbreviated name: “Dis-Chem”, JSE share
code: “DCP” and ISIN: ZAE000227831. Any change in the aforementioned date will be announced on
SENS.
2. Stabilisation
The Stabilisation Manager may, subject to applicable laws and regulations, and only during the 30-
day Stabilisation Period commencing on the Listing Date, effect transactions which may support the
market price of the Dis-Chem Shares. Such stabilisation, if commenced, may be discontinued at any
time without prior notice and will in any event be discontinued after the Stabilisation Period. There is,
however, no assurance that the Stabilisation Manager will undertake any stabilisation actions.
Ivlyn Proprietary Limited (the “Major Shareholder”) has granted the Stabilisation Manager, on behalf
of each of the Banks, a put option (the “Put Option”) 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 30,893,270 Dis-
Chem Shares held by the Stabilisation Manager as a result of stabilisation transactions at the Offer
Price, comprising up to approximately 13% of the total number of Offer Shares.
15 November 2016
Johannesburg
1
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 pricing announcement have been prepared by and are the sole responsibility of Dis-
Chem.
The information contained in this pricing 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 pricing announcement or its accuracy, fairness or completeness.
This pricing 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 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 Dis-Chem 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 Dis-Chem 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 pricing 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
pricing announcement is directed only at (i) persons falling within the exemptions set out in section
96(1)(a) of the South African Companies Act 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 South
African Companies Act (all such persons in (i) and (ii) being referred to as “Relevant Persons”). Any
investment activity to which this pricing 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 pricing
announcement or any of its contents. This pricing announcement does not, nor does it intend to,
constitute a “registered prospectus”, as contemplated by the South African Companies Act.
This pricing 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 pricing 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.
The information contained in this pricing 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 Dis-Chem 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 pricing 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
pricing 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 pricing 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 pricing announcement are not being made and may not be distributed or sent into the
United States, Canada, Australia or Japan.
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 pricing 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. Before subscribing for or purchasing any Shares, persons viewing
this pricing announcement should ensure that they fully understand and accept the risks set out in the
Pre-listing Statement. This pricing 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 pricing 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
pricing 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 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 pricing announcement (or whether any
information has been omitted from the pricing 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
pricing announcement 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 pricing 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 the Banks and any of their respective affiliates, may take up a
portion of the Dis-Chem 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 Dis-Chem 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 Dis-Chem 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 Dis-Chem 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 to stabilise the market
price of the Dis-Chem 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, 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 30,893,270 Dis-Chem
Shares held by the Stabilisation Manager as a result of stabilisation transactions at the Offer Price,
comprising up to approximately 13% of the total number of Offer Shares.
Date: 15/11/2016 03:32:00 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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