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Listing Of PFF On The Main Board Of The JSE Limited (“JSE”) And Abridged Pre-Listing Statement
PREMIER FOOD AND FISHING LIMITED
(previously Sekunjalo Industrial Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/018598/06)
Share code: PFF, ISIN: ZAE000238309
(“PFF” or “the Company”)
LISTING OF PFF ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”) AND ABRIDGED PRE-LISTING
STATEMENT
1. INTRODUCTION
1.1. PFF operates a vertically integrated food and fisheries business, with its subsidiary Premier Fishing
SA Proprietary Limited (“Premier Fishing”) being one of the largest black-owned and controlled
fishing companies in South Africa. Premier Fishing is a well established industry player, having been
in existence since 1952.
1.2. Shares of PFF have been granted a listing on the main board of the JSE from 2 March 2017 onwards,
subject to the Company satisfying the JSE Listings Requirements regarding the spread of public
shareholders (“Listing”).
1.3. The Company will, in conjunction with the Listing, undertake a private placement of up to
approximately 117 million ordinary no par value shares in the Company’s share capital (“Private
Placement Shares”), involving an offer to invited investors to subscribe for Private Placement Shares
at a price of R4.50 per share (“Placement Price”) (“Private Placement”). Further details regarding
the Private Placement appear in paragraph 4.5 below.
1.4. The abridged pre-listing statement appearing below is not an invitation to the public to subscribe for
securities, but is issued in compliance with the JSE Listings Requirements, for the purpose of providing
information to the public with regard to the Company.
2. DISTRIBUTION OF PRE-LISTING STATEMENT
2.1. PFF will today, 13 February 2017, publish a pre-listing statement regarding the Listing and the Private
Placement and containing detailed information regarding the Company (“Pre-listing Statement”).
The Pre-listing Statement will be available on the Company’s website at www.premierfishing.co.za.
2.2. Terms appearing in title case in this announcement and that are not otherwise defined herein, shall
bear the meanings assigned to them in the Pre-listing Statement.
3. SALIENT DATES AND TIMES RELATING TO THE LISTING AND PRIVATE PLACEMENT
The salient dates and times relating to the Listing and Private Placement are set out below:
2017
Abridged Pre-listing Statement published on SENS on Monday, 13 February
Pre-listing Statement published on the Company’s website Monday, 13 February
(www.premierfishing.co.za) and made available for inspection on
Abridged Pre-listing Statement published in the press on Tuesday, 14 February
Opening date of Private Placement (09:00) Monday, 20 February
Closing date of Private Placement (17:00) Tuesday, 21 February
Notification of application to successful Invited Investors on Friday, 24 February
Results of Private Placement released on SENS on Friday, 24 February
Accounts at CSDPs/Brokers updated in respect of Dematerialised Shareholders Thursday, 2 March
on
Listing of Shares on the JSE expected at commencement of trade on (9:00) Thursday, 2 March
Notes: - The above dates are subject to change. Any such change will be announced on SENS.
- All references to dates and times are to local dates and times in South Africa.
- Invited Investors must advise their CSDP or Broker of their acceptance of the Private Placement
Shares in the manner and cut-off time stipulated by their CSDP or Broker.
- CSDPs effect payment on a delivery-versus-payment basis.
4. ABRIDGED PRE-LISTING STATEMENT OF PFF
4.1. BRIEF OVERVIEW OF PFF
PFF was incorporated on 18 September 1998. The businesses of the PFF Group are detailed below.
4.1.1. Premier Fishing
4.1.1.1. PFF’s subsidiary, Premier Fishing, is a vertically integrated food and fishing company which
specialises in the harvesting, processing and marketing of fish and fish-related products, as
well as general food products. It employs more than 350 permanent and seasonal staff and its
business includes factories, processing facilities and fishing vessels operating in three
provinces. Its products range from rock lobster to octopus, squid, abalone, pilchards, hake,
general food products and environmentally friendly agri-biotechnology products.
4.1.1.2. Premier Fishing is one of the largest black-owned and controlled fishing companies in South
Africa and has been in existence since 1952. Premier Fishing has four operating divisions, two
subsidiary companies and a number of joint venture operations.
4.1.1.3. Premier Fishing and its subsidiaries hold medium to long-term fishing rights in west coast rock
lobster, south coast rock lobster, small pelagics (anchovy and pilchard), hake deep-sea trawl,
longline and squid. In addition, through Marine Growers (see below), Premier Fishing owns an
abalone farm and invests in organic agriculture through the "Seagro" range of products. Please
refer to the full Pre-listing Statement for further information regarding the fishing rights held and
applied for by Premier Fishing.
4.1.1.4. Premier Fishing has various processing facilities and factories from Port Nolloth to Saldanha
Bay, Hout Bay, Cape Town, Gansbaai as well as Humansdorp. Premier Fishing’s processing
vessels comply with European Union (EU) regulatory standards and operate in the fishing
grounds between Port Alfred and Plettenberg Bay. Premier Fishing focuses its attention on the
sustainability of marine life and is a member of the South African Fishing Ethically (SAFE)
Association and is Food and Drug Administration (FDA) and Hazard Analyses & Critical Control
Points (HACCP) certified.
4.1.2. Marine Growers
4.1.2.1. Premier Fishing’s aquaculture business, Marine Growers, is involved in abalone farming and
sells its abalone locally and internationally through the Atlantic Abalone brand. It produces
more than 120 000 kg of cultured abalone per annum and is rated as one of the top five abalone
farms in South Africa. Marine Growers (Atlantic Abalone) is based in Gansbaai in the Western
Cape. The farm does much to ensure the sustainability of the species and makes a contribution
to international trade while also representing a viable and highly profitable investment
opportunity. The growth of the business as well as investment into new activities in aquaculture
is a priority to the Group, not only for its potential returns but also because of its contribution to
enviro-friendly sustainability.
4.1.2.2. Marine Growers also owns "Seagro", a producer of organic fertilisers. Seagro’s range of organic
fertilisers has a wide range of applications as biological fertilisers in the agricultural, horticultural,
home and garden industries. All "Seagro" products are economical, environmentally friendly
and compatible with insecticides and adjuvants.
4.1.3. Premfresh
4.1.3.1. Premfresh is the sales and marketing arm of Premier Fishing and has an experienced marketing
team with a successful track record of more than 16 years in marketing of fish and fish related
products. It also assists small quota holders with the marketing of their fish.
4.1.3.2. The niche nature of Premier Fishing’s products enable the products to be pre-sold before they
are caught or farmed.
4.1.4. Products and quotas
4.1.4.1. Premier Fishing has a well-diversified portfolio of product species with strong brands, both
locally and globally, which are in high demand. The current basket of products consists of:
- West Coast Rock Lobster - Hake Trawl
- South Coast Rock Lobster - Hake Longline
- Pilchards - Abalone
- Anchovy - Squid
4.1.4.2. More than 65% of the revenue is derived from foreign sales. The Company has well established
brands that have been in the market for many years. In the current markets where the products
are sold, demand currently exceeds supply. South African fish species are highly sought after
globally due to their quality, taste and texture and are rated amongst the best in the world when
compared to the Company’s global competitors.
4.2. RATIONALE FOR LISTING
PFF’s rationale for the Listing is:
4.2.1. to provide the Company with access to capital in order to grow its business both organically and
by way of future acquisitions;
4.2.2. to allow the Company to use listed scrip to fund future acquisitions;
4.2.3. to give its employees and members of communities in which it operates, as well as the general
public an opportunity to acquire an equity stake in the Company, following its Listing and thereby
share in its potential success in the future; and
4.2.4. to provide Shareholders with a liquid, tradeable asset within a regulated environment and with a
market-determined share price.
4.3. PROSPECTS
PFF is well positioned for growth over the next three years and into the future. As one of the largest
black fishing companies in South Africa and given that current legislation is likely to promote black
participation and black industrial development in this sector, this should be beneficial for the growth in
this area. PFF will strive to grow through a combination of organic growth and earnings accretive
acquisitions, so as to enhance Shareholder value and expand the business. PFF is committed to
further improving operating efficiencies and profitability. PFF’s trusted brands and high-quality
products and services have been developed over many years.
4.4. DIVIDEND POLICY
4.4.1. The Company aims to distribute 30% of its annual free cash flow generated to Shareholders,
subject to the relevant solvency and liquidity tests as defined in the Companies Act being met.
4.4.2. Various factors such as yearly working capital requirements and capital expenditure for
maintenance and expansion will be taken into account in determining the free cash flow.
4.5. PRIVATE PLACEMENT
4.5.1. As indicated above, the Company will, in conjunction with the Listing, undertake the Private
Placement by way of an offer to Invited Investors to subscribe for Private Placement Shares in the
Company at the Placement Price of R4.50 per share. Such placement is to be implemented by
the Company issuing up to approximately 117 million new Shares to Invited Investors, thereby
raising approximately R526.5 million for the Company.
4.5.2. The proceeds of the Private Placement will be employed, inter alia, to provide PFF with additional
capital to fund its further expansion.
4.5.3. Only persons who fall within the categories envisaged in section 96(1)(a) of the Companies Act or
who subscribe for Private Placement Shares, the acquisition costs of which are not less than
R1 million per single addressee acting as principal (as contemplated in section 96(1)(b) of the
Companies Act), are entitled to participate in the Private Placement. Preference will be given to
black Invited Investors.
4.6. Conditions Precedent
The Listing is conditional on (i) the Company meeting the public shareholder spread requirements of
the JSE and (ii) the Directors of PFF, in their sole discretion, determining that the Company has
achieved an appropriate level of black shareholding. In addition, should any of these Conditions
Precedent fail, the Private Placement and any acceptance thereof shall not be of any force or effect
and no person shall have any claim whatsoever against the Company or any other person as a result
of the failure of the conditions.
4.7. STATEMENT AS TO LISTING ON THE JSE
The JSE has granted the Company a listing of all its issued Shares on the JSE main board under the
abbreviated name “PFF”, share code “PFF” and ISIN ZAE000238309 with effect from the
commencement of trade on 2 March 2017, subject to the Company having satisfied the JSE Listings
Requirements regarding the spread of public shareholders. The Company will be listed in the
“Farming, Fishing & Plantations” sector of the main board.
4.8. SHARE CAPITAL
4.8.1. The authorised and issued share capital of the Company, as at the last practicable date prior to
the finalisation of the Pre-listing Statement, is set out below:
Number of Shares R’000
Authorised share capital
Ordinary Shares of no par value 2 000 000 000 -
Issued share capital
Stated capital – ordinary Shares of no par value 143 000 000 -
Shares held in treasury - -
4.8.2. Following the Private Placement, the authorised and issued share capital of the Company on the
Listing Date is expected to be as follows:
Number of Shares R’000
Authorised share capital
Ordinary Shares of no par value 2 000 000 000 -
Issued share capital
Stated capital – ordinary Shares of no par value 260 000 000 517 500
Shares held in treasury - -
4.9. PFF DIRECTORS
The full names, ages, business addresses and capacities of the directors of PFF are provided below:
Full name Age Capacity Business Address
Reverend Dr 64 Independent non-executive Level 3, 34 Whiteley Road, Melrose Arch,
Vukile Charles Chairman 2196, Johannesburg, South Africa
Mehana
Khalid Abdulla 51 Non-executive Deputy Quay 7, East Pier, Breakwater Boulevard,
Chairman V&A Waterfront, Cape Town, 8001
Rosemary 49 Independent non-executive 66 Loch Road, Rondebosch, 7700
Phindile Mosia Director
Salim Young 59 Independent non-executive 17 Belair Drive, Constantia, Cape Town, 8001
Director
Mogamat Samir 39 Chief Executive Officer Quay 7, East Pier, Breakwater Boulevard,
Saban V&A Waterfront, Cape Town, 8001
Isaiah Tatenda 34 Chief Financial Officer Quay 7, East Pier, Breakwater Boulevard,
Bundo V&A Waterfront, Cape Town, 8001
Rushaan 39 Sales and Marketing Director Quay 7, East Pier, Breakwater Boulevard,
Isaacs V&A Waterfront, Cape Town, 8001
Cherie Felicity 54 Non-executive Director Quay 7, East Pier, Breakwater Boulevard,
Hendricks V&A Waterfront, Cape Town, 8001
Aziza Begum 55 Independent non-executive 26 Mayfield Avenue, Rondebosch, Cape
Amod Director Town, 8001
Takudzwa 34 Independent non-executive 10th Floor, Conventional Tower, Heerengracht
Tanyaradzwa Director Street, Cape Town, 8000
Hove
Clifford 52 Independent non-executive 545 Les Lions Street, Val de Vie Estate, Paarl
Leonard van Director
der Venter
Arthur William 49 Independent non-executive Claremont Central, 4th Floor, 8 Vineyard
Johnson Director Road, Claremont, 7700
Lavendra 48 Independent non-executive Claremont Central, 4th Floor, 8 Vineyard
Sandrigasen Director Road, Claremont, 7700
Naidoo
Fredelaine Elna 28 Independent non-executive Claremont Central, 4th Floor, 8 Vineyard
Cindy Brand Director Road, Claremont, 7700
4.10. COPIES OF THE PRE-LISTING STATEMENT
4.10.1. Copies of the Pre-listing Statement are available in English only and may be obtained and are
available for inspection during normal office hours from 13 February 2017 until 2 March 2017 at
the registered office of PFF at Quay 7, Breakwater Boulevard, East Pier, V & A Waterfront, Cape
Town, 8001 and at the offices of PFF’s sponsor, PSG Capital Proprietary Limited, at 1st Floor, Ou
Kollege, 35 Kerk Street, Stellenbosch, 7600 and 1st Floor, Building 8, Inanda Greens Business
Park, 54 Wierda Road West, Wierda Valley, Sandton, 2196. The Pre-listing Statement is also be
available on the Company’s website at www.premierfishing.co.za.
4.10.2. Please refer to the full Pre-listing Statement for a detailed appreciation of PFF, its Listing and the
Private Placement.
4.11. APPLICATIONS UNDER PRIVATE PLACEMENT
PSG Capital is acting as the transaction advisor, sponsor and bookrunner to the Listing. The market
roadshow is planned for the week starting on Monday, 13 February 2017. Wide audience
presentations will be held in Johannesburg on Tuesday, 14 February 2017 and Cape Town on
Thursday, 16 February 2017. Interested parties can contact Willie Honeyball at PSG Capital on
021 887 9602 / 071 173 4729 or willieh@psgcapital.com.
Cape Town
13 February 2017
Transaction Advisor, Sponsor and Bookrunner: PSG Capital Proprietary Limited
Attorneys: Cliffe Dekker Hofmeyer
Independent Reporting Accountant: Grant Thornton
Corporate Advisory: AEEI Corporate Finance
Date: 13/02/2017 07:15:00 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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