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Abridged Pre-Listing Statement
GO LIFE INTERNATIONAL LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 098177 C1/GBL)
SEM share code: GOLI.N0000
JSE share code: GLI ISIN: MU0330N00004
(“the Company” or “Go Life International”)
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement relates to the listing of all the issued shares of the Company
by way of a secondary inward listing on the Alternative Exchange (“AltX”) of the Johannesburg
Stock Exchange (“JSE”) with effect from the commencement of business on Wednesday,
23 November 2016.
The information in this abridged pre-listing statement as been extracted from the full pre-listing
statement issued by Go Life International on Wednesday, 16 November 2016 (“Pre-Listing
Statement”). For a full appreciation of Go Life International, investors should read the Pre-Listing
Statement in its entirety.
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 Listings Requirements of the JSE (“Listings
Requirements”) and the Listings Rules of the Stock Exchange of Mauritius Limited (“SEM”) for the
purposes of giving information to the public in relation to Go Life International.
Capitalised words and expressions used in this abridged pre-listing statement shall, unless
expressly defined herein or indicated or indicated otherwise by the context, bear the meanings
ascribed to them in the Pre-Listing Statement.
1 INTRODUCTION
The JSE has granted Go Life International a secondary inward listing in respect of
900 000 000 shares on the AltX under the abbreviated name “Go Life”, share code “GLI”
and ISIN MU0330N00004. The Company will maintain its primary listing on the SEM.
As with other inward listed shares, GLI will be classified as ‘domestic’ for the purposes of
South African Exchange Control. Accordingly, South African investors may invest in Go Life
International shares without affecting their permissible foreign portfolio investment
allowances or foreign exposure limits.
The next financial year end of the Company is 28 February 2017.
2 OVERVIEW
2.1 Background
The Company was incorporated on 1 October 2010 as a public company limited by shares
under the Mauritian Companies Act and holds a Category 1 Global Business Licence
(Licence No – C110009034) issued by the Mauritius FSC. Go Life International is registered
in the Republic of Mauritius and was listed on the SEM on 07 July 2011 following the issue of
96 651 000 shares at US$0.10 per share.
The Company was previously structured as a PCC under the PCC Act and was converted
into a limited company and changed its name to Go Life International Limited by way of a
shareholder resolution on 31 March 2015. The Company is registered as an external
company in South Africa under Registration Number: 2016/465069/10.
2.2 Nature of business
Go Life International was established to leverage the strength of existing South African
nutraceutical companies, Go Life Health Products and Gotha Health Products (collectively
Go Life SA), and to drive the presence of the South African products and brands across
the global nutraceutical market.
Gotha Health Products was launched in 2005 to market nutraceutical products originally
developed by Gotha Pharmaceuticals.
Go Life International was established in 2010 to achieve the following key aims:
- Reinforce the successes achieved by Go Life SA in the South African market.
- Launch the Go Life brand and products into the attractive global nutraceutical
market.
- Globally, pharmaceutical and healthcare expenditure is also expected to rise
sharply across this decade, from US$6.12 trillion in 2010 to US$10.83 trillion in 2020,
marking an increase of approximately 77%. The bulk of this expenditure is expected
to go to e-health (e-commerce) and preventive healthcare.
(http://ww2.frost.com/news/press-releases/nutraceuticals-play-major-role-
preventive-healthcare-says-frost-sullivan/)
- Amidst the rising costs of healthcare, there is a shift from treatment to prevention via
health and wellness achieved through proper nutrition and usage of nutraceuticals.
Globally, the nutraceuticals market earned US$155 billion in revenue in 2013 and is
expected to grow at a CAGR of 7.0% to reach US$211 billion by 2018.
(http://ww2.frost.com/news/press-releases/nutraceuticals-play-major-role-
preventive-healthcare-says-frost-sullivan/)
- Nutraceuticals are products that provide nutrients through various formats including
dietary supplements and functional beverages and fortified foods. The world is
moving to condition based nutrition where nutraceuticals play a large role.
Nutraceuticals are moving away from traditional formats to very focused products
addressing specific conditions. This will help customers select the right nutraceutical
product based on their demographics, health benefits and purpose.
(http://ww2.frost.com/news/press-releases/nutraceuticals-play-major-role-
preventive-healthcare-says-frost-sullivan/)
Subsequent to this, Go Life International identified the opportunity to expand the Go Life
Health Products and Gotha Health Products product range into the rest of the world.
During 2016, Go Life International increased its shareholding in Go Life Health Products
from 22% (directly held) to 100% (78% indirectly held through its wholly-owned subsidiary,
Go Life Global). Go Life Health Products holds 100% of Gotha Health Products.
Go Life Health Products and Gotha Health Products
Gotha Health Products was launched in 2005 to market nutraceutical products originally
developed by Gotha Pharmaceuticals, which holds the patents and formulations. Go Life
Health Products and Gotha Health Products hold the exclusive rights to distribute the
product range in South Africa and the rest of the world. The products manufactured by
Gotha Pharmaceuticals are natural and have been specifically developed to meet the
evolving healthcare needs of modern society. Comprehensive medical research has been
conducted on the products of Gotha Health Products and their ingredients.
All products are manufactured to strict GMP standards and have been registered with the
MCC in South Africa. Gotha Health Products historically concentrated on marketing and
distributing its products to the ethnic black market in South Africa, with the majority of its
marketing and 80% of its sales originating in the Eastern Cape, a traditionally lower-income
area.
In late 2007, Gotha Health Products was approached with a proposal to launch its
products under a second, more contemporary brand able to extend product reach
throughout South Africa. The Go Life brand was thus launched in June 2008 with the
primary long term goal of becoming the market standard in the non-prescription
pharmaceutical market, in South Africa and globally. However, the Gotha brand will also
be retained as a recognised brand in South Africa and will also be marketed into the rest
of Africa.
The Go Life product range proved to be well suited to the broad South African retail
environment. Go Life International is in advanced negotiations to conclude shelf space
agreements with one of the main retail chain stores in South Africa, as well as individual
pharmacies in most major towns and cities.
Since 2008, Go Life Health Products has established a distribution footprint covering the
whole of South Africa. The Company has its products in a large retail pharmaceutical
chain and the brand currently services outlets and stockists in every major town and city.
The majority of its revenue currently comes from the Eastern Cape, Western Cape and
Kwa-Zulu Natal, where the products were first launched.
Go Life International products success stories are founded on patented technologies,
products, ingredients and proprietary formulas held by Go Life Health Products. These
have been researched and developed over many years by dedicated teams of
renowned scientists and practitioners in the medical and pharmaceutical industries in
South Africa. Go Life International´s product range is based on a combination of selected
vitamins, co-factors and minerals, as well as specific natural ingredients.
The most successful health products are used to assist in the treatment of metabolic
diseases, e.g. chronic inflammation, cardiovascular disease, support in the treatment of
cancer, treatment of stress-related problems, cognitive disorders, weight reduction,
sensual deficiencies and skin disorders such as inflammation, scars, cellulite and wrinkles.
The proprietary technology base allows the group to expedite the formulation or creation
of novel products to extend current product lines and broaden the product base to meet
customer demands. Additionally, the unique natural plant based extracts formulated into
the products, for example South African and Peruvian/Indian herbs and plant extracts,
affords the group a unique marketing advantage. Production methods are validated and
continuously audited by regulatory authorities and comply with the highest standards such
as current GMP. Go Life International's products are also registered with the MCC.
Consumers have come to trust the Gotha Health Products and Go Life Health Products
brands. The quality, effectiveness and pricing ensure that a lasting relationship is formed
with the consumer and this will be carried across to new Global markets. Consumers have
indicated a willingness to refer the products to friends and family members and this is
expected to increase the footprint in addition to traditional marketing techniques.
Go Life Health Products and Gotha Health Products have a proven track record in
remedying certain ailments, with thousands of testimonials from satisfied customers to
support these claims. The middle to upper class markets (Living Standards Measure
[“LSM”] 5-11) have over the last ten years become very open to natural products, vitamins
and mineral supplements. This can be directly linked to the sudden accessibility of
information on health through the media and the Internet during this period.
The Go Life Health Products and Gotha Health Products product ranges were created by
Dr Henry Davis, the owner of Gotha Pharmaceuticals and a medical doctor with a keen
interest in genetics and metabolism. Dr Davis has been involved in clinical research and
concept development in the pharmaceutical industry for over fifteen years. Over this time
he focused much of his research on assessing the health benefits of natural products
(including Magnesium, Acetyl L Carnitine, Arginine, Aloe Ferox, Leonotis Oxymfolia Omega
3, Q10, Vitamin D and Ostrich Oil), and has used his extensive knowledge to create an
extensive range of patented formulas.
While roughly 72% of South Africa's African population use natural medicines for primary
health care, selections of these herbs have only been packaged and sold in retail outlets
relatively recently. The organic and health products industry has thus grown extensively
over the last ten years. Equally, over this period natural products have evolved from
servicing market segments to be considered a viable choice for mass market consumers
wishing to improve their quality of life and levels of vitality.
http://www.health24.com/Natural/Natural-approach/African-traditional-medicine-better-
than-pills-20140821
In line with movements across the global economy, the complementary medicines market
is continuing to expand in South Africa. The market is currently worth R2.5 billion per year,
and is growing at a steady annual pace of 12% to 15% per annum.
(http://ww2.frost.com/news/press-releases/nutraceuticals-play-major-role-preventive-
healthcare-says-frost-sullivan/
The Go Life brand was carefully selected and is seen to be a more universal brand, which
expounds a lifestyle of health and can be spread into any market place. The Gotha
Health Products brand has been built up over a period of five years and both brands will
be retained. The Go Life Health Products promotion and marketing division has
established a network of trained promoters around South Africa and is active in the global
social media environment and maintains a strong digital presence across the spiralling
global online community.
Health/Frail Care Clinics
Go Life International has indirectly acquired an associate interest in all the frail care
centres of Bon Health as well as a 100% interest in Bon Health Properties.
At present, Bon Health Frail Care operates four frail care centres. Bon Health has been a
leading frail care operator in the Western Cape since 2004 and is in the process of securing
additional retirement and frail care developments in the Southern Cape. Bon Health Frail
Care has being invited to take over the management of third party frail care facilities,
both established and in the design phase. Direct access to these frail care centres will
provide Go Life International with the opportunity to introduce and sell products to the
residents.
The use of selected nutraceuticals and cosmeceuticals is expected to have a significant
effect on the health of the residents, offering a substantial reduction in nursing costs as a
consequence of improved health.
The 51% interest in Bon Health Frail Care will be retained by Calitz Trust, the existing
operator of the frail care clinics for the last 12 years, who will continue to be responsible for
the frail care operations.
3 SECONDARY LISTING ON ALTX
Go Life International is seeking a secondary inward listing on the AltX to:
- broaden its investor base and afford international investors the opportunity to invest
in the Company;
- enhance potential customers and investors’ awareness of the Company;
- provide investors the opportunity to participate directly in the income streams and
future capital growth of the Company and provide current investors with an
additional market for trading the Company’s shares;
- enable international investors to support the Group’s global growth strategy by
investing in a Company on a more liquid and internationally recognised stock
exchange.
4 DIRECTORS
The names, ages, nationalities, business addresses, qualifications and roles of the directors
of Go Life International are set out below:
Gerhard Naudè
Nationality and age South African (51)
Business address Merrick House, 12 Long Street, Knysna, Western Cape
Appointment date 15 November 2011
Qualifications Institute of Accounting & Commerce Diploma 1986
Occupation Businessman
Position in Company Chief Executive Officer (executive)
Term of office 4 Years
Marthinus Wolmarans
Nationality and age South African (48)
Business address 12 Long Street, Merrick House, Knysna, Western Cape
Appointment date 1 October 2010
Qualifications CA(SA) Bachelor of Business Administration BBA (Hons)
Occupation CFO
Position in Company Chief Financial Officer
Term of office 5 Years
Oliver Berhardt
Nationality and age Mauritian (36)
Business address La Tourelle View, La Mivoie, Riviere Noire, Mauritius
Appointment date 19 November 2015
Qualifications Management Diploma In Nutrition And Food Science
Occupation Businessman
Position in Company Independent Non-Executive Director
Term of office 11 Months
Yusuf Sooklall
Nationality and age Mauritian (57)
Business address Beau Plan Business Park, Pamplemousses 21001, Mauritius
Appointment date 4 July 2011
Qualifications Diploma in Communication and Human Psychology
Occupation Director
Position in Company Independent Non-Executive Chairman
Term of office 5 Years
Laurent Marie
Nationality and age Mauritian (27)
Business address Beau Plan Business Park, Pamplemousses 21001, Mauritius
Appointment date 3 November 2014
Qualifications Bachelor of Business Administration (SA)
Occupation Financial, marketing and business professional
Position in Company Independent Non-Executive Director
Term of office 1 Year
5 SHARE CAPITAL
The authorised and issued share capital of the Company as at the last practicable date is
as follows:
USD
Authorised share capital
2 000 000 000 ordinary shares of no par value
Issued stated capital
900 000 000 ordinary shares of no par value $27 000 000
The remaining authorised and unissued shares, after the listing, will be under the control of
the directors of the Company, subject to the provisions of the Constitution, the Mauritian
Companies Act, the SEM and JSE Listings Requirements, where applicable.
There are no treasury shares held as at the Last Practicable Date.
6 IMPORTANT DATES AND TIMES
The table below sets out the important dates and times in respect of the Company’s listing
on the AltX:
Prelisting Statement made electronically available to shareholders
on the Company website (http://www.golife.co.za/) and
announcement published on SENS on 16 November 2016
Listing date on AltX at commencement of trade on 23 November 2016
7 COPIES OF THIS PRE-LISTING STATEMENT
This Pre-Listing Statement is available in English only. Copies of the Pre-Listing Statement
may be obtained during normal business hours from Wednesday, 16 November 2016 from:
- Trifecta Capital Investor Services (Pty) Ltd, Trifecta Capital House, 31 Beacon Road,
Florida North, 1709;
- Arbor Capital Sponsors (Pty) Ltd, Ground Floor, One Health Building, Woodmead
North Office Park, 54 Maxwell Drive, Woodmead, 2157; and
- Go Life International’s website: www.golife.co.za.
16 November 2016
By order of the board
Johannesburg
Sponsor Corporate Advisor Reporting Accountants
Arbor Capital Sponsors One Vision Capital BDO South Africa Incorporated
Transfer Secretaries Attorney Auditor
Trifecta Capital Investor JR REID & ASSOCIATES INC PKF(VGA)
Services
Mauritian Company Administrator, Secretary Independent Property Valuer
and SEM authorised representative
Aceterglobal WesternPro Valuers
Date: 16/11/2016 11:05:00 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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